BioDrain Medical, Inc. MEDICAL ADVISORY BOARD WARRANT AGREEMENTWarrant Agreement • November 12th, 2008 • BioDrain Medical, Inc.
This Advisoiy Board Warrant Agreement is made and entered as of the 31 day of August, 2005 (the Agreement Date”) by and between BioDrain Medical, Inc., a Minnesota corporation (“Company”) and Medical Advisory Board member David D. Feroe (the “Warrantee”) as consideration for Board membership..
COMMERCIAL LEASECommercial Lease • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
This Commercial Lease, executed September 16, 2008, by and between ROSEVILLE PROPERTIES MANAGEMENT COMPANY, a Minnesota Corporation, as agent for Lexington Business Park, LLC, a Minnesota limited liability company (”Landlord”) and BIODRAIN MEDICAL, INC., a Minnesota Corporation (“Tenant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
Subscription Agreement (together with the schedules and exhibits hereto, this “Agreement”), dated as of _________, 2008, by and between BioDrain Medical, Inc., a Minnesota corporation (“the Company”), and each of the Persons (as defined below) who has executed a signature page to this Agreement (each a “Purchaser,” and together, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
Registration Rights Agreement, dated as of _________, 2008 (this “Agreement”), by and among BioDrain Medical, Inc., a Minnesota corporation (the “Company”), and the Purchasers (as defined below).
BioDrain Medical, Inc. ADVISORY WARRANT AGREEMENTAdvisory Warrant Agreement • November 12th, 2008 • BioDrain Medical, Inc.
This Warrant Agreement is made and entered as of the 20th day of December, 2006 (the Agreement Date”) by and between BioDrain Medical, Inc., a Minnesota corporation (“Company”) and Nancy A. Kolb (the “Warrantee”) as consideration for referrals and advisory work.
BioDrain Medical, Inc. DIRECTOR STOCK OPTION AGREEMENT (Non-Statutory)Director Stock Option Agreement • November 12th, 2008 • BioDrain Medical, Inc.
This Director Stock Option Agreement is made and entered as of the 22nd day of August, 2006 (the Agreement Date”) by and between BioDrain Medical, Inc., a Minnesota corporation (“Company”) and Board of Directors member Thomas J. McGoldrick (the “Optionee”) as consideration for Board membership.
Exhibit A NONDISCLOSURE AND NONCOMPETE AGREEMENTNondisclosure and Noncompete Agreement • November 12th, 2008 • BioDrain Medical, Inc.
CONSULTANT AGREEMENTConsultant Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
This Consultant Agreement (“Agreement”) is made and effective Feb. 29, 2008 (“Effective Date”), by and between Jeremy Roll (“Consultant”) and BioDrain Medical, Inc., a Minnesota corporation (the “Company”).
OPTION AGREEMENTOption Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
THIS OPTION AGREEMENT (the “Option Agreement”) is made and entered into effective as of June 5, 2008, by and between BioDrain Medical, Inc., a Minnesota corporation (“the Company”) and Kevin R. Davidson (“Davidson”), an individual residing in the state of Minnesota.
CONSULTING AGREEMENTConsulting Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
This Consulting Agreement (the “Agreement”) is entered into, effective as of June _____, 2008 (the “Effective Date”), by and among BioDrain Medical, Inc., a Minnesota corporation, having an address at 699 Minnetonka Highlands Lane, Orono, MN, 55356-9728 (hereinafter “BioDrain”) on the one hand, and, on the other hand, Marshall C. Ryan (hereinafter “Ryan”), individually, and Mid-State Stainless, Inc., (hereinafter “Mid-State”), a Wisconsin corporation, having an address at 330 West Benson Avenue, P.O. Box 228, Grantsburg, WI 54840 (Ryan and Mid-State are hereinafter collectively referred to as “Consultant”). BioDrain and Consultant may be referred to in this Agreement, individually, as a “Party”, and jointly, as “Parties.”
INVESTOR RELATIONS AGREEMENTInvestor Relations Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
This Agreement is made as of this 15th day of April 2008, by and between BioDrain Medical, Inc., a Minnesota corporation (the “Company”), a corporation duly organized and existing under the laws of the State of Minnesota, having its principal place of business at 699 Minnetonka Lane, Orono, Minnesota 55356, and Kulman JR, LLC (the “Consultant”), a limited liability company duly organized and existing under the laws of the State of Florida, with offices at 18851 N. E. 29th Avenue, Suite 700, Aventura, Florida 33180.
June 16, 2008 EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
This Agreement, made and entered into effective the 16th of June 2008 by and between Chad Ruwe, an individual residing at 5220 Oaklawn Avenue, Edina, MN 55424 (“Employee”), and BioDrain Medical Incorporated, 699 Minnetonka Highlands Lane, Orono, MN 55356-9728, a Minnesota corporation (“Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
This Agreement, made and entered into effective the 18th day of October, 2006, by and between Gerald D. Rice, an individual residing at 6413 Josephine Avenue, Edina, MN 55439 (“Employee”), and BioDrain Medical Incorporated, 699 Minnetonka Highlands Lane, Orono, MN 55356-9728, a Minnesota corporation (“Company”).
CONSULTING AGREEMENTConsulting Agreement • November 12th, 2008 • BioDrain Medical, Inc. • California
This Consulting Agreement (“Agreement”) is made as of June 30, 2008 by and between BioDrain Medical, Inc., a Minnesota corporation (the “Company”) and Namaste Financial, Inc., a California corporation (the “Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
This Agreement, made and entered into effective the 4th day of October, 2006, by and between Kevin R. Davidson, an individual residing at 16771 Ironwood Circle, Lakeville, MN 55044, (“Employee”), and BioDrain Medical Incorporated, 699 Minnetonka Highlands Lane, Orono, MN 55356-9728, a Minnesota corporation (“Company”).
ESCROW AGREEMENTEscrow Agreement • November 12th, 2008 • BioDrain Medical, Inc. • California
THIS ESCROW AGREEMENT (this “Agreement”) is made as of ___________, 2008, by and among BioDrain Medical, Inc., a corporation incorporated under the laws of Minnesota (the “Company”), the Purchasers signatory hereto and set forth on Schedule A (each a “Purchaser” and together the “Purchasers”), Richardson & Patel LLP, with an address at 10900 Wilshire Boulevard, Suite 500, Los Angeles, California 90024 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement referred to in the first recital.
FINDER AGREEMENTFinder Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
This Finder Agreement (“Agreement”) is made and effective March 10, 2008 (“Effective Date”), by and between Thomas Pronesti (“Finder”) and BioDrain Medical Inc., a Minnesota corporation (the “Company”).
BioDrain Medical, Inc. WARRANT AGREEMENTWarrant Agreement • November 12th, 2008 • BioDrain Medical, Inc.
This Warrant Agreement is made and entered as of the 1st day of December, 2006 (the Agreement Date”) by and between BioDrain Medical, Inc., a Minnesota corporation (“Company”) and Wisconsin Rural Enterprise Fund, LLC (the “Warrantee”) in conjunction with the Stock Sale and Purchase Agreement dated December 1, 2006 between the Company and Warrantee.
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASEConfidential Separation Agreement and Release • November 12th, 2008 • BioDrain Medical, Inc. • Minnesota
THIS AGREEMENT is made and entered into between Lawrence W. Gadbaw (hereinafter, “Gadbaw”) and BIODRAIN MEDICAL, INC., (hereinafter, “the Company”).
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • November 12th, 2008 • BioDrain Medical, Inc. • Wisconsin
This Stock Purchase and Sale Agreement (“Agreement”) entered into this _________ day of _________, 2006 by and between Wisconsin Rural Enterprise Fund, LLC (“WREF”), a Wisconsin Limited Liability Company, and BioDrain Medical, Inc. (“BioDrain”), a Minnesota Corporation.
