FORM OF WARRANT


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


BIODRAIN MEDICAL, INC.


 


Warrant
To Purchase Common Stock


 


Warrant No.:  _____


Date of Issuance:


 


Warrant
Shares:              


 


BIODRAIN MEDICAL, INC.,
a Minnesota corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged ________ the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then
in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, but not after
5:00 p.m., Central time, on the Expiration Date (as defined below), _______1
validly issued, fully paid non-assessable shares of Common Stock (as defined below) determined in accordance with Section 1(a)
below.  Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section
15.  This Warrant is one of a series of warrants which have been issued in connection with a private placement offering by
the Company of up to $300,000 in securities of the Company consisting of (1) 8% convertible 1-year promissory notes (the “Notes”)
convertible at the option of the holder into shares of Common Stock and (2) warrants to purchase up to an aggregate of 2,500,000
shares of Common Stock, pursuant to the terms and conditions set forth in that certain Confidential Private Placement Memorandum
dated December 21, 2012 (the “Memorandum”) and that certain Subscription Agreement by and between the Company and the
Holder dated as of the Issue Date (the “Subscription Agreement”).


 


1.EXERCISE
OF WARRANT. 


 


(a)Warrant
Shares. This Warrant shall be exercisable for the number of shares of Common Stock of the Company as set forth on the cover
page of this Warrant (“Warrant Shares”).  


 


(b)Mechanics
of Exercise.  Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the date hereof, in whole or in part, by (i) delivery
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant and (ii)  payment to the Company of an amount equal to the Exercise Price multiplied by
the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in
cash or wire transfer of immediately available funds.  The Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder.  Execution and delivery of the Exercise Notice with respect to less than all of the
Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the
right to purchase the remaining number of Warrant Shares.  On or before the first Business Day following the date on which
the Company has received each of the Exercise Notice and the Aggregate Exercise Price (the “Exercise Delivery Documents”),
the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the
Holder and the Company’s transfer agent (the “Transfer Agent”).  On or before the third Business
Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”),
the Company shall issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise.  Upon delivery of the Exercise Notice and Aggregate Exercise Price referred
to in clause (ii)above, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing
such Warrant Shares.  If this Warrant is submitted in connection with any exercise pursuant to this Section 1(b) and the number
of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise
and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised.  No fractional shares of Common Stock are to be issued upon the exercise of this Warrant,
but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number.  The Company
shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this
Warrant.  


 





 






1 The
number of Warrant Shares shall equal the number of shares of Common Stock into which the Notes purchased by Holder are
initially convertible, pursuant to the terms and conditions set forth in the Memorandum and the Subscription Agreement.


 



    	 



    	 



    
 





(c)Exercise
Price.  For purposes of this Warrant, “Exercise Price” means $0.15, subject to adjustment as provided
herein.


 


(d)Disputes. 
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 12.


 


(e)Limitations
on Exercises; Beneficial Ownership.  The Company shall not effect the exercise of this Warrant, and the Holder shall not
have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such
Person’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after
giving effect to such exercise.  For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates
and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein.  Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended.  For purposes of this Warrant, in determining the number of outstanding shares
of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission,
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding.  For any reason at any time, upon the written or oral
request of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including the Securities issued under the Subscription
Agreement and the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common
Stock was reported.  By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage
to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective
until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease
will apply only to the Holder and not to any other holder of Warrants.


 



    	 



    	 



    
 





(f)Insufficient
Authorized Shares.  If at any time while any of the Warrants remain outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the
Warrants at least a number of shares of Common Stock equal to 100% (the “Required Reserve Amount”) of the number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding 
(an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the
Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve
Amount for the Warrants then outstanding.  Without limiting the generality of the foregoing sentence, as soon as practicable
after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence
of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number
of authorized shares of Common Stock.  In connection with such meeting, the Company shall provide each stockholder with a
proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares
of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.


 


2.ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.  The Exercise Price and the number of Warrant Shares shall be adjusted
from time to time as follows:


 


(a)If
the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions
on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for
avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides
outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares
of capital stock of the Company, then in each case the Exercise Price shall be adjusted by multiplying the Exercise Price by a
fraction, of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted to result in
the same Aggregate Exercise Price as existed immediately prior to such event.  Any adjustment made pursuant to this Section
2(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution or shall become effective immediately after the effective date of such subdivision, combination or re classification,
as applicable.


 


(b)Organic
Change. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with
or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property (each “Organic Change”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Organic Change, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation, and/or any additional consideration (the “Alternate
Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a Holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount
of Alternate Consideration issuable in respect of one share of Common Stock in such Organic Change (if applicable), and the Company
shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Organic Change, then the Holder shall be given the same choice (no later than the time of
the Organic Change) as to the Alternate Consideration it receives upon any exercise of this Warrant following such Organic Change. 
To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Organic
Change shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right
to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which an Organic Change is effected
shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2(b) and insuring
that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an
Organic Change.


 



    	 



    	 



    
 





3.
NONCIRCUMVENTION.  The Company hereby covenants and agrees that the Company will not, by amendment of its Articles
of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as
may be required to protect the rights of the Holder.  Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price
then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long
as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued
shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, 100% of the number of shares of Common
Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations
on exercise).  


 


4.WARRANT
HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. 
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.  Notwithstanding this Section 4, the Company shall provide the Holder with copies of the same
notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to
the stockholders.


 


5.REISSUANCE
OF WARRANTS.


 


(a)Transfer
of Warrant.  If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 5(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 5(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.  Applicable
transfer taxes, if any, shall be paid by the Holder.


 


(b)Lost,
Stolen or Mutilated Warrant.  Upon receipt by the Company 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, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 5(d)) representing the right to purchase
the Warrant Shares then underlying this Warrant.


 


(c)Exchangeable
for Multiple Warrants.  This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Warrant or Warrants (in accordance with Section 5(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants
for fractional shares of Common Stock shall be given.


 



    	 



    	 



    
 





(d)Issuance
of New Warrants.  Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such
new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the
right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section
5(a) or Section 5(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), and (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance
Date.


 


6.NOTICES. 
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provision requirements of the Subscription Agreement.  The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason
therefore.  Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least fifteen days prior to the date on which the Company closes its books or takes a record (A) with respect to any
dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


7.AMENDMENT
AND WAIVER.  Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Required Holders; provided that no such action may (i) increase the exercise price of any Warrants issued
under the Subscription Agreement or decrease the number of shares or change the class of stock obtainable upon exercise of any
Warrants issued under the Subscription Agreement, (ii) modify Section 1(f) of this Warrant or (iii) disproportionately affect the
Holder in a materially and adversely manner (except as a result of holding a greater percentage of Warrant Shares) without the
written consent of the Holder.  No such amendment shall be effective to the extent that it applies to less than all of the
holders of the Warrants then outstanding.


 


8.GOVERNING
LAW.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Minnesota
without regard to the choice of law principles thereof.


 


9.CONSTRUCTION;
HEADINGS.  This Warrant shall be deemed to be jointly drafted by the Company and all the Holders and shall not be construed
against any person as the drafter hereof.  The headings of this Warrant are for convenience of reference and shall not form
part of, or affect the interpretation of, this Warrant.  


 


10.DISPUTE
RESOLUTION.  In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business
Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.  If the Holder and
the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three
(3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall,
within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable
investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares
to the Company’s independent, outside accountant.  The Company shall cause at its expense the investment bank or the
accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results
no later than ten (10) Business Days from the time it receives the disputed determinations or calculations.  Such investment
bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable
error.


 


11.TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise
be required by the Subscription Agreement.


 



    	 



    	 



    
 





12.CERTAIN
DEFINITIONS.  For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City
of New York are authorized or required by law to remain closed.


 


(b)
“Common Stock” means (i) the Company’s shares of Common Stock, par value $0.01 per share, and (ii) any
share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such
Common Stock.


 


(c)“Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


(d)
“Expiration Date” means the date sixty (60) months after the Issuance Date or, if such date falls on a day other
than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next
date that is not a Holiday; provided, that the Expiration Date may be accelerated pursuant to the provisions of Section 1(h).


 


(e)“Fundamental
Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company, including intellectual property,
to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of
more than fifty percent (50%) of either the outstanding shares of Common Stock (not including any shares of Common Stock held by
the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender
or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more
than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock (other than a forward or
reverse stock split), or (vi) any “person” or “group” (as these terms are used for purposes of Sections
13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of fifty percent (50%) of the aggregate ordinary voting power represented by issued and
outstanding Common Stock.


 


(f)“Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(g)“Organic
Change” means a transaction as described in section 2(b).


 


(h)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(i)“Principal
Market” means the OTC Bulletin Board.


 


(j)“Required
Holders” means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the
Warrants then outstanding.


 


(k)“Securities”
means the Notes issued pursuant to the Subscription Agreement.


 


 


[Signature Page Follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 





	 	BIODRAIN MEDICAL, INC.
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	  	Bob Myers
	 		Chief Financial Officer




  



    	 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


BIODRAIN MEDICAL, INC.


 


The undersigned holder hereby exercises
the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of BIODRAIN MEDICAL,
INC., a Minnesota corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the
“Warrant”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1.  Form of Exercise Price. 
The Holder intends that payment of the Exercise Price shall be made as:


 


                             
__________        a “Cash Exercise” with respect to _________________ Warrant
Shares; and/or


 


 


2.  Payment of Exercise Price. 
In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant
hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with
the terms of the Warrant.


 


3.  Delivery of Warrant Shares. 
The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


4.  Acknowledgement. 
The undersigned holder hereby represents and warrants that after giving effect to the exercise of the Warrant contemplated by this
Exercise Notice, such holder will not be in violation of the beneficial ownership limits specified in Section 1(f) of the Warrant,
as increased or decreased pursuant to terms contained therein.


 


Date: _______________ __, ______


 


 


________________________


  Name of Registered Holder


  


 


By:   


Name:


Title:



    	 



    	 



    

 


ACKNOWLEDGMENT


 


 


The Company hereby acknowledges this Exercise
Notice and hereby directs [Insert Name of Transfer Agent] to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent Instructions dated _______________ from the Company and acknowledged and agreed to by [Insert
Name of Transfer Agent].


 


 


 


BIODRAIN MEDICAL, INC.


 


 


 


By: _____________________________


Bob Myers


Chief Financial Officer