THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”), OR
ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT THERETO UNDER THE ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


	Certificate No. WC-___	Warrant to Purchase ___________ Shares of
	Dated: __________, 2012	Common Stock (subject to adjustment)


  


WARRANT
TO PURCHASE COMMON STOCK


of


BioDrain
Medical, Inc. 


 


This certifies that,
for value received, ______________, or registered assigns (the “Holder”) is entitled, subject to the terms set
forth below, to purchase from BioDrain Medical, Inc., a Minnesota corporation (the “Company”), up to ______________
shares of its common stock, par value $0.01 per share (the “Common Stock”), as constituted on the date hereof
(the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below,
with the Notice of Exercise form annexed hereto duly executed, and simultaneous payment therefor in lawful money of the United
States or otherwise as hereinafter provided, at the Exercise Price set forth in Section 2 below. The number and character of such
shares of Common Stock and the Exercise Price (defined below) are subject to adjustment as provided herein. The term “Warrant”
as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This
Warrant is being issued pursuant to the Securities Purchase Agreement, dated the date hereof, by and between the Company and the
Holder, and in connection with the corresponding Subscription Application of the Holder.


 


1.          Term
of Warrant. Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, during
the term commencing on the Warrant Issue Date and ending at 5:00 p.m., Eastern Standard Time, on the five (5) year anniversary
of the Warrant Issue Date (the “Term”), and shall be void thereafter.


 


2.          Exercise
Price. The exercise price at which this Warrant may be exercised shall be $0.15 per share of Common Stock (the “Exercise
Price”), as such Exercise Price may be adjusted from time to time pursuant to Section 11 hereof.


 



    	 



    	 



    

  


3.          Exercise
of Warrant.


 


(a)        Method
of Exercise. The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part, at any time,
or from time to time, during the Term, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed
and executed on behalf of the Holder, at the principal office of the Company (or such other office or agency of the Company as
it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), upon (i)
payment (A) in cash or by check acceptable to the Company, (B) by cancellation by the Holder of indebtedness or other obligations
of the Company to the Holder, or (C) by a combination of (A) and (B), of the purchase price of the shares to be purchased or (ii)
a net issue exercise as provided in Section 3(c) below.


 


(b)        Issuance
of Shares. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise
shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly
as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and
deliver to the person or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon
such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant
of like tenor exercisable for the remaining number of shares for which this Warrant may then be exercised.


 


(c)        Net
Issue Exercise. Notwithstanding any provisions herein to the contrary, if at any time from and after the 180th day
following the Warrant Issue Date until the end of the Term the shares of Common Stock issuable upon exercise of this Warrant are
not registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the fair market
value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu
of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly
endorsed Notice of Exercise and notice of such election, in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:


 


	X =	Y (A-B)	 
	A	 


 


	Where	X	=	The number of shares of Common Stock to be issued to the Holder
	 	 	 	 
	 	Y	=	the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being canceled (at the date of such calculation)
	 	 	 	 
	 	A	=	the fair market value of one share of the Common Stock (at the date of such calculation)
	 	 	 	 
	 	B	=	Exercise Price (as adjusted to the date of such calculation).



 



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For purposes of the above
calculation, fair market value of one share of Common Stock shall be determined by the Company’s Board of Directors in good
faith; provided, however, that where there exists a public market for the Common Stock at the time of such exercise, the fair market
value of one share of Common Stock shall be the average of the closing bid and asked prices of the Common Stock quoted on the OTC
Bulletin Board or the average closing price of the Common Stock on any national stock exchange in the United States or a foreign
country, including without limitation, the Nasdaq Stock Market, the NYSE Amex or the Toronto Stock Exchange, on which the Common
Stock is listed, whichever is applicable, as reported by Bloomberg L.P. for the five (5) trading days prior to the date of determination
of fair market value. If the Common Stock is listed on an exchange in the United States and in a foreign country, then the for
the purpose of determining fair market value hereunder, the prices on the exchange in the United States shall govern.


 


Net issue exercise
pursuant to this Section 3 shall not be available during the period from the Warrant Issue Date up to and including the 180th
day following the Warrant Issue Date.


 


4.          No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled (after aggregating all shares
that are being issued upon such exercise), the Company shall make a cash payment equal to the Exercise Price multiplied by such
fraction.


 


5.          Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form
and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense
shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.


 


6.          Rights
of Stockholders. Subject to Sections 9 and 11 of this Warrant, the Holder shall not be entitled to vote or receive dividends
or be deemed the holder of the Common Stock or any other securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance, or otherwise)
or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been
exercised as provided herein.



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7.          Transfer
of Warrant.


 


(a)        Warrant
Register. The Company will maintain a register (the “Warrant Register”) containing the names and addresses
of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change its address as shown on the Warrant Register
by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given
to the Holder may be delivered or given by mail to such Holder as shown on the Warrant Register and at the address shown on the
Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as
shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.


 


(b)        Warrant
Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register
referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant,
exchanging this Warrant, replacing this Warrant, or any or all of the foregoing (the “Warrant Agent”). Thereafter,
any such registration, issuance, exchange or replacement, as the case may be, shall be made at the office of the Warrant Agent.


 


(c)        Transferability
and Negotiability of Warrant. This Warrant may not be transferred or assigned in whole or in part without compliance with all
applicable federal and state securities laws by the transferor and the transferee (including the delivery of investment representation
letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). Subject to the provisions
of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act”), title to
this Warrant may be transferred by endorsement (by the Holder executing the Assignment Form annexed hereto) and delivery in the
same manner as a negotiable instrument transferable by endorsement and delivery.


 


(d)        Exchange
of Warrant Upon a Transfer. Upon surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject
to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers
contained in this Section 7, the Company at its expense shall issue to or on the order of the Holder a new warrant or warrants
of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct,
for the number of shares issuable upon exercise hereof.


 


(e)        Compliance
with Securities Laws.


 


(i)    The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise
hereof are being acquired for investment purposes, and that the Holder will not offer, sell or otherwise dispose of this Warrant
or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation
of the Act or any state securities laws.


 


(ii)   This
Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend
in substantially the following form (in addition to any legend required by state securities laws):


 



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THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO
UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


8.          Reservation
of Stock. The Company covenants that during the Term, the Company will reserve from its authorized and unissued Common Stock
a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of this Warrant and, from time to time,
will take all steps necessary to amend its Certificate or Articles of Incorporation (the “Certificate”) to provide
sufficient reserves of Common Stock issuable upon exercise of this Warrant. The Company further covenants that all shares of Common
Stock that may be issued upon the exercise of rights represented by this Warrant and payment of the Exercise Price, all as set
forth herein will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges
in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously therewith). The Company
agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for the shares of Common Stock upon the exercise of this Warrant.


 


9.          Notices.


 


(a)          Whenever
the Exercise Price or the shares purchasable hereunder shall be adjusted pursuant to Section 11 hereof, the Company shall issue
a certificate signed by its Chief Financial Officer setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and the shares purchasable
hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first-class mail,
postage prepaid) to the Holder of this Warrant.


 


(b)          In
case:


 


(i)     the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for
or purchase any shares of stock of any class or any other securities, or to receive any other right, or


 


(ii)    of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger
of the Company with or into another corporation or entity, or any conveyance of all or substantially all of the assets of the Company
to another corporation or entity, or


 



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(iii)   of
any voluntary or involuntary dissolution, liquidation or winding-up of the Company,


 


then, and in each such case, the Company
will mail or cause to be mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock
(or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares
of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least 10 days prior to
the record date specified in (A) above or 20 days prior to the date specified in (B) above.


 


10.         Amendments
and Waivers.


 


(a)          Except
as provided in Section 10(b) below, this Warrant, or any provision hereof, may be amended, waived, discharged or terminated only
by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.


 


(b)          Any
term or condition of this Warrant may be amended with the written consent of the Company and holders of at least 51% of the then
outstanding warrant shares underlying the warrants included within the Units issued to the Other Purchasers (as defined in the
SPA) and the Holder combined. Any amendment effected in accordance with this Section 10(b) shall be binding upon the Holder and
each future holder of this Warrant and the Company.


 


(c)          No
waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition or provision.


 


11.         Adjustments.
The Exercise Price and the shares purchasable hereunder are subject to adjustment from time to time as follows:


 


(a)          Merger,
Sale of Assets, etc. If at any time while this Warrant is outstanding and unexpired there shall be (i) a reorganization (other
than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation
of the Company with or into another corporation in which the Company is not the surviving entity, or (iii) a sale or transfer of
the Company’s properties and assets as, or substantially as, an entirety to any other corporation or other entity, then,
as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of
this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon
payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation
or other entity resulting from such reorganization, merger, consolidation, merger, sale or transfer that a holder of the shares
deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale
or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer,
all subject to further adjustment as provided in this Section 11. The foregoing provision of this Section 11(a) shall similarly
apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation
or other entity that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable to the
Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the fair
market value of such consideration shall be determined in accordance with Section 3(c). In all events, appropriate adjustment (as
determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this
Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.


 



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(b)          Reclassification,
etc. If the Company, at any time while this Warrant remains outstanding and unexpired, by reclassification of securities or
otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different
number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and
kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to
the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor
shall be appropriately adjusted, all subject to further adjustment as provided in this Section 11.


 


(c)          Split,
Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall
split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities
of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of a split or subdivision
or proportionately increased in the case of a combination and the number of such securities shall be proportionately increased
in the case of a split or subdivision or proportionately decreased in the case of a combination.


 


(d)          Dividends
in Stock or other Securities or Property. If while this Warrant remains outstanding and unexpired, the holders of the securities
as to which purchase rights under this Warrant exist (including without limitation securities into which such securities may be
converted) at the time shall have received, or, on or after the record date fixed for the determination of eligible stockholders,
shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other
than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition
to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such
holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this
Warrant (or upon such conversion) on the date hereof and had thereafter, during the period from the date hereof to and including
the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period,
giving effect to all adjustments called for during such period by the provisions of this Section 11.


 



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(e)          Calculations.
All calculations under this Section 11 shall be made to the nearest four decimal points.


 


(f)          No
Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution,
sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action
as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.


 


12.         Saturdays,
Sundays and Holidays. If the last or appointed day for the taking of any action or the expiration of any right granted herein
shall be a Saturday, Sunday or legal holiday, then (notwithstanding anything herein to the contrary) such action may be taken or
such right may be exercised on the next succeeding day that is not a Saturday, Sunday or legal holiday.


 


13.         Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.


 


14.         Binding
Effect. The terms of this Warrant shall be binding upon and inure to the benefit of the Company and the Holder and their respective
successors and assigns.


 


[Signature
Page Follows]


 



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IN WITNESS WHEREOF,
BioDrain Medical, Inc. has caused this Warrant to be executed by its officers thereunto duly authorized.





	 	 	 	 	 
	Dated: 	 	 	BioDrain Medical, Inc.
	 	 	 	 	 
	 	 	 	By: 	 
	 	 	 	 	
        Name:  Joshua Kornberg

        Title:    Chief Executive Officer



 



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NOTICE OF EXERCISE


 


(1)         The
undersigned hereby (A) elects to purchase _______ shares of Common Stock of BioDrain
Medical, Inc., pursuant to the provisions of Section 3(a) of the attached Warrant, and tenders herewith payment of the
purchase price for such shares in full, or (B) elects to exercise this Warrant for the purchase of_______ shares of Common Stock,
pursuant to the provisions of Section 3(c) of the attached Warrant.


 


(2)         In
exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon exercise
hereof are being acquired for investment purposes, and that the undersigned will not offer, sell or otherwise dispose of any such
shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended,
or any applicable state securities laws.


 


(3)         Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name
as is specified below:


 


	 	 
	 	(Name)
	 	 
	 	 
	 	(Name)


 


(4)         Please
issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as
is specified below:


 


	 	 
	 	(Name)


 


	 	 	 	 
	(Date)	 	(Signature)	 


 



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ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights
of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below:


 


	Name of Assignee	 	Address	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


and does hereby irrevocably constitute
and appoint ____________________________ Attorney to make such transfer on the books of BioDrain
Medical, Inc., maintained for the purpose, with full power of substitution in the premises.


 


The undersigned also
represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of stock to be issued upon exercise
hereof are being acquired for investment purposes, and that the Assignee will not offer, sell or otherwise dispose of this Warrant
or any shares of stock to be issued upon exercise hereof except under circumstances which will not result in a violation of the
Securities Act of 1933, as amended, or any applicable state securities laws.


 


	Dated:	 	 


 


	 	 
	 	Signature of Holder




 






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