Exhibit 10.1

   

  Executive
          Employment Agreement

   

  THIS EXECUTIVE EMPLOYMENT
    AGREEMENT (this “Agreement”) is made effective as of the 16th day of January 2021 (the “Commencement
        Date”), by and between CHF Solutions, Inc., a Delaware corporation
    (the “Company”) and Nestor Jaramillo, Jr. (the “Executive”).

   

  Recitals

   

  Whereas,
    the board of directors of the Company (the “Board”) has determined that it is in the best interests of
    the Company and its stockholders to employ the Executive on the Commencement Date;

   

  Whereas,
    the Executive is currently employed as the Company’s Chief Operating Officer and President subject to that certain offer
    letter dated April 12, 2019 entered into by and between the Executive and the Company (the “Prior Agreement”);
    and (ii) that certain Change in Control Agreement dated May 6, 2019 entered into by and between the Executive and the Company (the
    “Change in Control Agreement”);

   

  Whereas,
    the Company and the Executive desire to enter into this Agreement to embody the terms of the Executive’s new role as Chief
    Executive Officer and President of the Company following the Commencement Date and to amend, restate and supersede the terms and
    conditions of the Prior Agreement in its entirety on the Commencement Date on the terms and conditions set forth in this Agreement;
    and

   

   Whereas,
    this Agreement and the Change in Control Agreement shall represent the entire understanding and agreement between the parties with
    respect to the Executive’s employment with the Company.

   

  Agreement

   

  Now,
        Therefore, in consideration of the foregoing and the terms and conditions set forth herein, the parties agree as follows:

   

  1.           Employment
        Period.  The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain
    in the employ of the Company subject to the terms and conditions of this Agreement, for the Employment Period. The “Employment
        Period” shall mean the period commencing on the Commencement Date and ending on the twelve (12) month anniversary
    of the Commencement Date, unless previously terminated in accordance with Section 3; provided, however, that commencing on the
    date one year after the Commencement Date, and on each annual anniversary of such date (such date and each annual anniversary thereof
    shall be hereinafter referred to as the “Renewal Date”), unless previously terminated in accordance with
    Section 3, the Employment Period shall be automatically extended so as to terminate twelve (12) months from such Renewal Date,
    unless at least ninety (90) days prior to the Renewal Date the Company shall give notice to the Executive that the Employment Period
    shall not be so extended.

   

  
  
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  2.           Terms
        of Employment.

   

  (a)          Position
      and Duties. 

   

  (i)       During
    the Employment Period, the Executive shall serve as the Chief Executive Officer (CEO) and President of the Company, and in such
    other position or positions with the Company and its subsidiaries as are consistent with the Executive’s positions as CEO
    and President of the Company, and shall have such duties and responsibilities as are assigned to the Executive by the Board. Beginning
    on the Commencement Date, the Executive agrees serve as a member of the Board for so long as the Executive continues to serve as
    CEO and President of the Company. During the Employment Period, the Company may require that the Executive travel interstate or
    overseas.

   

  (ii)       During
    the Employment Period, and excluding any periods of paid time off and leave to which the Executive is entitled, the Executive agrees
    to devote reasonable attention and time during normal business hours to the business and affairs of the Company, to discharge the
    responsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully
    and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive
    to (A) be employed by the Company or any of its subsidiaries or affiliates, (B) serve on corporate, civic or charitable boards
    or committees, (C) deliver lectures, fulfill speaking engagements or teach at educational institutions, (D) serve as a non-executive
    outside director on the boards of directors and any board committees (or board of managers, as the case may be) that are pre-approved
    by the Board and (E) manage personal investments, in each case so long as such activities do not significantly interfere with the
    performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement.

   

  (b)          Compensation.
    

   

  (i)          Base
        Salary.  During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base
        Salary”) at least equal to Three Hundred Eighty-Five Thousand Dollars ($385,000.00), which shall be paid in accordance
    with the Company’s normal payroll practices for senior executive officers of the Company as in effect from time to time.
    During the Employment Period, the Annual Base Salary shall be reviewed at least annually. Any increase in the Annual Base Salary
    shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not
    be reduced after any such increase (unless otherwise agreed to by the Executive) and the term “Annual Base Salary”
    as utilized in this Agreement shall refer to the Annual Base Salary as so increased or adjusted.

   

  (ii)          Equity
        Awards.

   

  (A)       During
    the Employment Period, the Executive shall be entitled to participate in any equity incentive, performance share, performance unit
    or other equity based long-term incentive compensation plan, program or arrangement generally made available to senior executive
    officers of the Company, on substantially the same terms and conditions as generally apply to such other officers, except that
    the size of the awards made to the Executive shall reflect the Executive’s position with the Company and based on the performance
    criteria established by the Compensation Committee or the Board, as the case may be.

   

  
  
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  (B)       Subject
    to the terms of the Company’s 2017 Equity Incentive Plan (as such plan may be amended, modified or replaced, the “Plan”),
    the availability of sufficient number of shares of the Company’s common stock available for issuance under the Plan and the
    form of stock option agreement issued thereunder, prior to January 31, 2022, following the approval of the Board, the Company will
    issue the Executive a stock option (the “2021 Option Award”) to purchase a number of shares of the Company’s
    common stock equal to 2.4% of the Deemed Outstanding Shares determined as the date of the issuance of the 2021 Option Award (the
    “2021 Shares”). The 2021 Option Award shall include the following additional terms: (1) the exercise
    price per share for the 2021 Shares shall equal the fair market value of the Company’s common stock on the date of the grant
    of the 2021 Option Award; (2) subject the Executive’s continued employment with the Company and the terms and conditions
    of the Plan, twenty-five percent (25%) of the 2021 Shares shall vest and become exercisable on the one (1) year anniversary of
    the issuance date of the 2021 Option Award and the balance of the 2021 Shares subject to the 2021 Option Award shall vest and become
    exercisable in equal monthly installments on the last day of each month over the next thirty-six (36) months; and (3) upon the
    occurrence of a Change in Control (as defined in the Plan) all of the 2021 Shares subject to the 2021 Option Award shall fully
    vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s
    continued employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement,
    the 2021 Option Award and the Plan. For the purposes of this Agreement: “Deemed Outstanding Shares” shall
    mean as of each such date of determination the sum of the following: (x) all of the issued outstanding shares of the Company’s
    common stock; and (y) all issued and outstanding shares of the Company’s preferred stock calculated on an as-converted to
    shares of the Company’s common stock basis (excluding any shares of the Company’s preferred stock that are issued or
    issuable in connection with any rights plan or rights agreement implemented by the Company); In the event of breach of this Section
    2(b)(ii)(B) by the Company, the Executive’s sole and exclusive remedy shall be to require the Company to issue the 2021 Option
    Award to the Executive.

   

  (iii)       Annual
        Bonus. In addition to the Annual Base Salary, for each fiscal year ending during the Employment Period, the Executive shall
    be eligible for an annual performance bonus (the “Annual Bonus”). The Executive’s annual cash bonus
    shall be up to fifty-five percent (55%) of the Executive’s Annual Base Salary for such fiscal year and will be based upon
    achievement of certain performance goals (the “Performance Goals”) to be established by the Board. Achievement
    of the Performance Goals for each fiscal year during the Employment Period will be determined in good faith by the Board in its
    sole discretion within thirty (30) days after the end of the fiscal year. Each such Annual Bonus awarded to the Executive shall
    be paid sometime during the first two months of the fiscal year next following the fiscal year for which the Annual Bonus is awarded,
    unless the Executive shall elect, in compliance with Treasury Regulation 1.409A-2(a), to defer the receipt of such Annual Bonus.

   

  
  
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  (iv)       Welfare
        Benefit Plans.  During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall
    be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided
    by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee
    life, group life, accidental death and travel accident insurance plans and programs) to the extent available generally or to other
    senior executive officers of the Company.

   

  (v)        Expenses.
      During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses
    incurred by the Executive in accordance with the plans, practices, policies and programs of the Company.

   

  (vi)       PTO
        & Holidays. The Executive will be entitled to twenty-two (22) days paid time off per calendar year, to accrue and to
    be used in accordance with the Company’s policies and practices in effect from time to time, as well as all recognized Company
    holidays.

   

  (c)           Recoupment
      of Unearned Incentive Compensation.  If (i) the Board, or an appropriate committee thereof, determines that the Executive engaged
    in any fraud, negligence or intentional misconduct that caused or significantly contributed to the Company having to restate all
    or a portion of its financial statements or (ii) the Company is required to require reimbursement by applicable laws or regulations,
    the Board or committee may require reimbursement of any incentive compensation paid to the Executive if and to the extent that
    (y) the amount of incentive compensation was calculated based upon the achievement of certain financial results that were subsequently
    reduced due to a restatement and (z) the amount of the bonus or incentive compensation that would have been awarded to the Executive
    had the financial results been properly reported would have been lower than the amount actually awarded.

   

  3.           Termination
        of Employment.

   

  (a)           Early
      Termination of the Employment Period. Notwithstanding Section 1, the Employment Period shall end upon the earliest to occur
    of (i) the Executive’s death, (ii) a Termination due to Disability, (iii) a Termination for Cause, (iv) the Termination Date
    specified in connection with any exercise by the Company of its Termination Right, or (v) a Termination for Good Reason. If the
    Employment Period terminates as of a date specified under this Section 3, the Executive agrees that, upon written request from
    the Company, the Executive shall resign from any and all positions the Executive holds with the Company and any of its subsidiaries
    and affiliates, effective immediately following receipt of such request from the Company (or at such later date as the Company
    may specify). This Agreement may be terminated by the Executive at any time upon forty-five (45) days prior written notice to the
    Company or upon such shorter period as may be agreed upon between the Executive and the Board. Upon termination of the Executive’s
    employment with the Company for any reason, the Executive will be deemed to have automatically resigned, effective as of the Termination
    Date, from any and all positions that the Executive holds as a member of the Board, director, manager and/or member of any governing
    body (or a committee thereof) and any and all positions that the Executive holds as an officer, in any case, of the Company or
    any of its Affiliates (as defined below).

   

  
  
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  (b)          Benefits
      Payable Under Termination. 

   

  (i)       In
    the event of the Executive’s death during the Employment Period or a Termination due to Disability, the Executive or the
    Executive’s beneficiaries or legal representatives shall be provided the Unconditional Entitlements, including, but not limited
    to, any such Unconditional Entitlements that are or become payable under any Company plan, policy, practice or program or any contract
    or agreement with the Company by reason of the Executive’s death or Termination due to Disability.

   

  (ii)       In
    the event of the Executive’s Termination for Cause or the termination of the Executive’s employment as a result of
    the Executive’s resignation without Good Reason pursuant to Section 3(a), the Executive shall be provided the Unconditional
    Entitlements.

   

  (iii)       In
    the event of a Termination for Good Reason or the exercise by the Company of its Termination Rights (including, without limitation,
    a termination that is not a “Termination for Cause”), the Executive shall be provided the Unconditional Entitlements and, subject to Executive signing and
    delivering to the Company and not revoking a general release of claims in favor of the Company and certain related parties in substantially
    the form of Exhibit A attached hetero (the “Release”),
    the Company shall provide the Executive the Conditional Benefits. Any and all amounts payable and benefits or additional rights
    provided to the Executive upon a termination of his employment pursuant to Section 3(b) (other than the Unconditional Entitlements)
    shall only be payable or provided if the Executive signs and delivers the Release within the consideration period identified in
    the Release and the Executive does not revoke the Release within the revocation period identified in the Release. In no event shall
    the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the
    Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation
    earned by the Executive as a result of employment by a subsequent employer.

   

  (c)          Unconditional
      Entitlements. For purposes of this Agreement, the “Unconditional Entitlements” to which the Executive
    may become entitled under Section 3(b) are as follows:

   

  (i)         Earned
        Amounts. The Earned Compensation shall be paid within thirty (30) days following the termination of the Executive’s
    employment hereunder, or if any part thereof constitutes the Annual Bonus payable for services rendered for the previous fiscal
    year, such part shall be paid at the same time the Executive would have otherwise been paid such Annual Bonus in accordance with
    Section 3(b) but for such termination of employment.

   

  (ii)         Benefits.
       All benefits payable to the Executive under any employee benefit plans (including, without limitation any pension plans
    or 401(k) plans) of the Company or any of its affiliates applicable to the Executive at the time of termination of the Executive’s
    employment with the Company and all amounts and benefits (other than the Conditional Benefits) which are vested or which the Executive
    is otherwise entitled to receive under the terms of or in accordance with any plan, policy, practice or program of, or any contract
    or agreement with, the Company, at or subsequent to the date of the Executive’s termination without regard to the performance
    by the Executive of further services or the resolution of a contingency, shall be paid or provided in accordance with and subject
    to the terms and provisions of such plans, it being understood that all such benefits shall be determined on the basis of the actual
    date of termination of the Executive’s employment with the Company.

   

  
  
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  (iii)          Indemnities.
      Any right which the Executive may have to claim a defense and/or indemnity for liabilities to or claims asserted by third
    parties in connection with the Executive’s activities as an officer, director or employee of the Company shall be unaffected
    by the Executive’s termination of employment and shall remain in effect in accordance with its terms.

   

  (iv)          Business
        Expenses.  The Executive shall be entitled to reimbursement, in accordance with the Company’s policies regarding
    expense reimbursement as in effect from time to time, for all business expenses incurred by the Executive prior to the termination
    of the Executive’s employment.

   

  (v)           Stock
        Options/Equity Awards.  Except to the extent additional rights are provided upon the Executive’s qualifying to receive
    the Conditional Benefits, the Executive’s rights with respect to any stock options and/or other equity awards granted to
    the Executive by the Company shall be governed by the terms and provisions of the Original Award Documents.

   

  (d)          Conditional
      Benefits.  For purposes of this Agreement, the “Conditional Benefits” to which the Executive may
    become entitled are as follows:

   

  (i)          Severance
        Amount.  The Company shall pay the Executive a lump sum amount equal to the Severance Amount. The Severance Amount shall
    be paid on the Company’s first regular payroll date that is more than 60 days after the Termination Date (or upon the Executive’s
    death, if earlier).

   

  (ii)         Medical
        Coverage. If the Executive is eligible for and properly elects to continue the Executive’s and the Executive’s
    dependents’ group health, medical, dental, or vision coverage, as in place immediately prior to the Termination Date, the
    Company shall pay for (x) the portion of the premium costs for such coverage that the Company would pay if the Executive remained
    employed by the Company and (y) if permitted by law, the Company’s contributions to a health savings account for Executive,
    each at the same level of coverage/contribution that was in effect as of the Termination Date, for a period of twelve (12) months
    following such termination, provided that such benefits continuation will cease if and to the extent the Executive becomes eligible
    for similar benefits by reason of new employment or the Executive otherwise is no longer eligible for continuation coverage pursuant
    to applicable laws or plans. In the event Executive becomes eligible for health benefits by reason of new employment, the Company’s
    contributions to the health savings account shall also cease.

   

  
  
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  (iii)           Stock
        Options/Equity Awards. Notwithstanding any of the provisions of the Original Award Documents, all of the Executive’s
    stock options and/or other equity compensation awards shall vest and remain exercisable in accordance with the applicable Original
    Award Documents as if Executive remained an employee of the Company for a period of one year immediately after the Termination
    Date. Except as otherwise expressly provided herein, all stock options and/or other equity awards shall continue to be subject
    to the Original Award Documents.

   

  (iv)           Pro-Rated
        Current Year Bonus.  The Company shall pay Executive a pro-rata annual bonus for the year in which the Termination Date
    occurs, determined on the basis of an assumed full-year target bonus and the number of days in the applicable fiscal year occurring
    on or before the Termination Date. Such pro-rata current year bonus shall be paid no later than the later of (i) two and a half
    months after the end of the Executive’s tax year in which the Termination Date occurs and (ii) two and a half months after
    the end of the Company’s tax year in which the Termination Date occurs.

   

  (v)           Additional
        Distribution Rules. Notwithstanding any other payment date or schedule provided in this Agreement to the contrary, if the
    Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Section
    409A of the Code and the regulations thereunder (“Section 409A”), then each of the following shall apply:

   

  (A)       With
    regard to any payment that is considered “nonqualified deferred compensation” under Section 409A payable on account
    of and within six months after a “separation from service” (within the meaning of Section 409A and as provided in Section
    3(g) of this Agreement), such payment shall instead be made on the date which is the earlier of (A) the expiration of the six (6)
    month period measured from the date of the Executive’s “separation from service,” and (B) the date of the Executive’s
    death (the “Delay Period”) to the extent required under Section 409A. Upon the expiration of the Delay
    Period, all payments delayed pursuant to this Section 3(d) (whether they would have otherwise been payable in a single sum or in
    installments in the absence of such delay) shall be paid to the Executive in a lump sum, and all remaining payments due under this
    Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and

   

  (B)       To
    the extent that benefits to be provided during the Delay Period are considered “nonqualified deferred compensation”
    under Section 409A provided on account of a “separation from service,” the Executive shall pay the cost of such benefits
    during the Delay Period, and the Company shall reimburse the Executive, to the extent that such costs would otherwise have been
    paid or reimbursed by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost
    to the Executive, for the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining
    benefits shall be paid, reimbursed or provided by the Company in accordance with the procedures specified herein.

   

  
  
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  The foregoing provisions
    of this Section 3(d) shall not apply to any payments or benefits that are excluded from the definition of “nonqualified deferred
    compensation” under Section 409A, including, without limitation, payments excluded from the definition of “nonqualified
    deferred compensation” on account of being separation pay due to an involuntary separation from service under Treasury Regulation
    1.409A-1(b)(9)(iii).

   

  (e)          Definitions.
    For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

   

  (i)       “Affiliate”
    means any corporation, partnership, limited liability company, trust or other entity which directly, or indirectly through one
    or more intermediaries, controls, is under common control with, or is controlled by, the Company, or any other entity determined
    to be an affiliate by regulatory agencies.

   

  (ii)       “Code”
    means the Internal Revenue Code of 1986, as amended.

   

  (iii)       “Earned
        Compensation” means the sum of (a) any Annual Base Salary earned, but unpaid, for services rendered to the Company
    on or prior to the date on which the Employment Period ends pursuant to Section 3(a) (but excluding any Annual Base Salary and
    interest accrued thereon payment of which has been deferred) and (b) if the Executive’s employment terminates due to the
    Executive’s death or in a Termination due to Disability or a Termination for Good Reason or due to the Company’s exercise
    of its Termination Right, in any case, after the end of a fiscal year, but before the Annual Bonus payable for services rendered
    in that fiscal year has been paid, the Annual Bonus that would have been payable to the Executive for such completed fiscal year
    in accordance with Section 3(b).

   

  (iv)       “Original
        Award Documents” means, with respect to any stock option or other equity award, the terms and provisions of the award
    agreement related to and the plan governing, such stock option or other equity award, each as in effect on the Executive’s
    termination date.

   

  (v)       
      “Severance Amount” means an amount equal to one times the Executive’s Annual Base Salary as of the
    Termination Date.

   

  (vi)       “Termination
        for Cause” means a termination of the Executive’s employment by the Company due to (A) an act or acts of dishonesty
    undertaken by the Executive and intended to result in substantial gain or personal enrichment of the Executive at the expense of
    the Company, (B) unlawful conduct or gross misconduct that is willful and deliberate on the Executive’s part and that, in
    either event, is materially injurious to the Company, (C) the conviction of the Executive of, or his entry of a no contest or nolo
      contendre plea to, a felony, (D) willful and deliberate breach by the Executive of his fiduciary obligations as an officer
    or director of the Company, (E) a persistent failure by the Executive to perform the duties and responsibilities of his employment
    hereunder, which failure is willful and deliberate on the Executive’s part and is not remedied by him within 30 days
    after the Executive’s receipt of written notice from the Company of such failure, or (F) material breach of any terms and
    conditions of this Agreement by Executive, which breach has not been cured by the Executive within ten days after written notice
    thereof to Executive from the Company. For the purposes of this Section 3(e)(vi), no act or failure to act on the Executive’s
    part shall be considered “dishonest,” “willful” or “deliberate” unless done or omitted to be
    done by the Executive in bad faith and without reasonable belief that the Executive’s action or omission was in the best
    interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board
    shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the
    Company.

   

  
  
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  (vii)       “Termination
        Date” means the earlier to occur of (i) the date the Company specifies in writing to the Executive in connection
    with the exercise of its Termination Right or (ii) the date the Executive specifies in writing to the Company in connection with
    any notice to effect a Termination for Good Reason.

   

  (viii)       “Termination
        due to Disability” means a termination of the Executive’s employment by the Company because the Executive has
    been incapable, after reasonable accommodation, of substantially fulfilling the positions, duties, responsibilities and obligations
    set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for
    a period of (i) six (6) consecutive months or (ii) an aggregate of nine (9) months (whether or not consecutive) in any twelve (12)
    month period. Any question as to the existence, extent or potentiality of the Executive’s disability shall be determined
    by a qualified physician selected by the Company with the consent of the Executive, which consent shall not be unreasonably withheld.
    The Executive or the Executive’s legal representatives or any adult member of the Executive’s immediate family shall
    have the right to present to such physician such information and arguments as to the Executive’s disability as he, she or
    they deem appropriate, including the opinion of the Executive’s personal physician.

   

  (ix)       “Termination
        for Good Reason” means a termination of the Executive’s employment by the Executive within thirty (30) days
    of the Company’s failure to cure, in accordance with the procedures set forth below, any of the following events without
    the Executive’s consent: (i) a reduction in any of the Executive’s compensation rights hereunder (that is, the Annual
    Base Salary or target Annual Bonus opportunity specified in Section 2(b)(iii)); (ii) the removal of the Executive by the Company
    from the position of CEO and President; (iii) a material reduction in the Executive’s duties and responsibilities as in effect
    immediately prior to such reduction; (iv) the relocation of the Executive’s principal office to a location that is more than
    50 miles outside of Eden Prairie, Minnesota; (v) a material breach of any material provision of this Agreement by the Company or
    (vi) if the Company (1) fails to pay its debts generally as they become due, (2) files a petition for relief under any chapter
    of Title 11 of the United States Code or a petition to take advantage of any insolvency under the laws of the United States of
    America or any state thereof, (3) makes an assignment for the benefit of its creditors, (4) consents to the appointment of a receiver
    of itself or of the whole or any substantial part of its property, (5) suffers the entry of an order for relief under any chapter
    of Title 11 of the United Sates Code, or (6) files a petition or answer seeking reorganization under the Federal Bankruptcy Laws
    or any other applicable law or statute of the United States of America or any state thereof. Notwithstanding the foregoing, a termination
    shall not be treated as a Termination for Good Reason (A) if the Executive shall have consented in writing to the occurrence of
    the event giving rise to the claim of Termination for Good Reason, or (B) unless the Executive shall have delivered a written notice
    to the Board within forty-five (45) days of the Executive’s having actual knowledge of the occurrence of one of such events
    stating that the Executive intends to terminate the Executive’s employment for Good Reason and specifying the factual basis
    for such termination, and such event, if capable of being cured, shall not have been cured within twenty-one (21) days of the receipt
    of such notice.

   

  
  
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  (x)       “Termination
        Right” means the right of the Company, in its sole, absolute and unfettered discretion, to terminate the Executive’s
    employment under this Agreement for any reason or no reason whatsoever, provided, however; for the avoidance of doubt, any Termination for Cause effected by the Company shall not constitute the exercise of its Termination
    Right.

   

  (f)           Conflict
      with Plans. As permitted under the terms of the Company’s applicable stock option and equity award plans, the Company
    and the Executive agree that the definitions of Termination for Cause or Termination for Good Reason set forth in this Section
    3 shall apply in place of any similar definition or comparable concept applicable under such plans (or any similar definition in
    any successor plan).

   

  (g)          Section
      409A.  It is intended that payments and benefits under this Agreement either be excluded from or comply with the requirements
    of Section 409A and the guidance issued thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted
    consistent with such intent. In the event that any provision of this Agreement is subject to but fails to comply with Section 409A,
    the Company may revise the terms of the provision to correct such noncompliance to the extent permitted under any guidance, procedure
    or other method promulgated by the Internal Revenue Service now or in the future or otherwise available that provides for such
    correction as a means to avoid or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on
    account of such noncompliance. Provided, however, that in no event whatsoever shall the Company be liable for any additional tax,
    interest or penalty imposed upon or other detriment suffered by the Executive under Section 409A or damages for failing to comply
    with Section 409A. Solely for purposes of determining the time and form of payments due the Executive under this Agreement (including
    any payments due under Sections 3(b) or 5) or otherwise in connection with the Executive’s termination of employment with
    the Company, the Executive shall not be deemed to have incurred a termination of employment unless and until the Executive shall
    incur a “separation from service” within the meaning of Section 409A. The determination of whether and when a separation
    from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation
    Section 1.409A-1(h). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance
    with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including,
    where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or
    during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar
    year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible
    expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv)
    the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For purposes of Section
    409A, the Executive’s right to any installment payment under this Agreement shall be treated as a right to receive a series
    of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number
    of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual
    date of payment within the specified period shall be within the sole discretion of the Company.

   

  
  
    	 	10	 


  

  
     

  

  
   

  4.           Executive
        Remedy. The Executive shall be under no obligation to seek other employment or other engagement of the Executive’s
    services. The Executive acknowledges and agrees that the payment and rights provided under Section 3 are fair and reasonable, and
    are the Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, for termination of the
    Executive’s employment by the Company upon exercise of its Termination Right pursuant to this Agreement or upon a Termination
    for Good Reason.

   

  5.           Change
        in Control. Upon and following a Change in Control of the Company, as defined in the Change in Control Agreement
    between the Executive and the Company dated the date hereof, and any amendments thereto or any subsequent Change in Control agreement
    between the Executive and the Company (the “Change in Control Agreement”), the rights and obligations
    of the Executive and the Company will no longer be governed by this Agreement, but will be as provided in the Change in Control
    Agreement (including any rights or obligations in this Agreement that are specifically incorporated by reference therein). Upon
    the occurrence of a Change in Control, the term of this Agreement will end, and the provisions of this Agreement will be null and
    void, and of no further force and effect, except that compensation and benefit obligations accrued by the Company with respect
    to the Executive prior to the Change in Control and during the term of this Agreement will remain valid and enforceable, and the
    rights of Executive to indemnification shall remain in effect.

   

  6.           Confidentiality;
        Non-Competition and Non-Solicitation. 

   

  (a)          Certain
      Definitions. For purposes of this Agreement, the following terms will have the following meanings:

   

  (i)       “Confidential
        Information” means any information, knowledge or data of any nature and in any form (including information that is
    electronically transmitted or stored on any form of magnetic or electronic storage media) relating to the past, current or prospective
    business or operations of the Company and its subsidiaries, that at the time or times concerned is not generally known to persons
    engaged in businesses similar to those conducted or contemplated by the Company and its subsidiaries (other than information known
    by such persons through a violation of an obligation of confidentiality to the Company), whether produced by the Company and its
    subsidiaries or any of their consultants, agents or independent contractors or by the Executive, and whether or not marked confidential,
    including without limitation information relating to the Company’s or its subsidiaries’ products and services, business
    plans, business acquisitions, processes, product or service research and development ideas, methods or techniques, training methods
    and materials, and other operational methods or techniques, quality assurance procedures or standards, operating procedures, files,
    plans, specifications, proposals, drawings, charts, graphs, support data, trade secrets, supplier lists, supplier information,
    purchasing methods or practices, distribution and selling activities, consultants’ reports, marketing and engineering or
    other technical studies, maintenance records, employment or personnel data, marketing data, strategies or techniques, financial
    reports, budgets, projections, cost analyses, price lists, formulae and analyses, employee lists, customer records, customer lists,
    customer source lists, proprietary computer software, and internal notes and memoranda relating to any of the foregoing.

   

  
  
    	 	11	 


  

  
     

  

  
   

  (ii)       “Competitive
        Business” means any enterprise (including a person, firm, business, division, or other unit, whether or not incorporated)
    that is engaged or actively preparing to engage in any phase of the business of developing, manufacturing and marketing of products
    or services which compete with the products and services being developed, manufactured, marketed or sold by the Company and/or
    any of its Affiliates on the Termination Date or during the twenty-four (24) month period immediately preceding the Termination
    Date.

   

  (b)           Nondisclosure
      of Confidential Information. The Executive will hold in a fiduciary capacity for the benefit of the Company all Confidential
    Information obtained by the Executive during the Executive’s employment (whether prior to or after the Commencement Date)
    and will use such Confidential Information solely within the scope of his employment with and for the exclusive benefit of the
    Company.  For a period of five (5) years after the Termination Date, the Executive agrees (i) not to communicate,
    divulge or make available to any person or entity (other than the Company) any such Confidential Information, except upon the prior
    written authorization of the Company or as may be required by law or legal process, and (ii) to deliver promptly to the Company
    any Confidential Information in his possession, including any duplicates thereof and any notes or other records the Executive has
    prepared with respect thereto.  In the event that the provisions of any applicable law or the order of any court would
    require the Executive to disclose or otherwise make available any Confidential Information, the Executive will give the Company
    prompt prior written notice of such required disclosure and an opportunity to contest the requirement of such disclosure or apply
    for a protective order with respect to such Confidential Information by appropriate proceedings.

   

  (c)           Limited
      Covenant Not to Compete. During the Employment Period and for a period of twelve (12) consecutive months immediately following
    the termination of the Executive’s employment for any reason, whether such termination is at the initiative of the Executive
    or the Company, the Executive agrees that, with respect to each jurisdiction, or specified portions thereof, in which the Executive
    regularly (x) makes contact with customers of the Company or any of its subsidiaries, (y) conducts the business of the
    Company or any of its subsidiaries, or (z) supervises the activities of other employees of the Company or any of its subsidiaries,
    and in which the Company or any of its subsidiaries engages in Competitive Business as of the Termination Date (collectively, the
    “Subject Areas”), the Executive will restrict his activities within the Subject Areas as follows:

   

  (i)       The
    Executive will not, directly or indirectly, for himself or others, own, manage, operate, control, be employed in an executive,
    managerial or supervisory capacity by, consult with, assist or otherwise engage or participate in or allow his skill, knowledge,
    experience or reputation to be used in connection with, the ownership, management, operation or control of, any company or other
    business enterprise engaged in the Competitive Business within any of the Subject Areas; provided, however, that nothing contained
    herein will prohibit the Executive from making passive investments as long as the Executive does not beneficially own more than
    2% of the equity interests of a business enterprise engaged in the Competitive Business within any of the Subject Areas. For purposes
    of this paragraph, “beneficially own” will have the same meaning ascribed to that term in Rule 13d-3 under the Exchange
    Act;

   

  
  
    	 	12	 


  

  
     

  

  
   

  (ii)       The
    Executive will not call upon any customer of the Company or its subsidiaries for the purpose of soliciting, diverting or enticing
    away the business of such person or entity, or otherwise disrupting any previously established relationship existing between such
    person or entity and the Company or its subsidiaries.

   

  (iii)       The
    Executive will not solicit, induce, influence or attempt to influence any supplier, lessor, lessee, licensor, partner, joint venturer,
    potential acquiree or any other person who has a business relationship with the Company or its subsidiaries, or who on the Termination
    Date is engaged in discussions or negotiations to enter into a business relationship with the Company or its subsidiaries, to discontinue
    or reduce or limit the extent of such relationship with the Company or its subsidiaries; and

   

  (iv)       Without
    the consent of the Company, the Executive will not make contact with any of the employees of the Company or its subsidiaries with
    whom he had contact during the course of his employment with the Company for the purpose of soliciting such employee for hire,
    whether as an employee or independent contractor, or otherwise disrupting such employee’s relationship with the Company or
    its subsidiaries.

   

  (d)           Company
      Property.  Promptly following the Executive’s termination of employment, the Executive shall return to the Company all
    property of the Company, and all copies thereof in the Executive’s possession or under the Executive’s control, except
    that the Executive may retain the Executive’s personal notes, diaries, rolodexes, mobile devices, calendars and correspondence
    of a personal nature.

   

  (e)            Equitable
      Remedies. The Executive acknowledges that the Company would be irreparably injured by a violation of Section 6 and the
    Executive agrees that the Company, in addition to any other remedies available to it for such breach or threatened breach, on meeting
    the standards required by law, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent
    relief, restraining the Executive from any actual or threatened breach of Section 6. If a bond is required to be posted in
    order for the Company to secure an injunction or other equitable remedy, the parties agree that said bond need not be more than
    a nominal sum.

   

  (f)            Employee
      Proprietary Information and Inventions Assignment. The terms of that certain Employee Proprietary Information, Inventions Assignment
    and Non-Competition Agreement between the Executive and the Company dated April 12, 2019 are hereby incorporated by reference (the
    “Invention Assignment Agreement”). To the extent that there are any conflicts between the terms and conditions
    of the Invention Assignment Agreement and this Agreement, the terms and conditions of this Agreement shall control. All non-conflicting
    terms of the Invention Assignment Agreement are hereby expressly preserved.

   

  
  
    	 	13	 


  

  
     

  

  
   

  (g)          Severability;
      Blue Pencil. The Executive acknowledges and agrees that the Executive has had the opportunity to seek advice of counsel in
    connection with this Agreement and the restrictive covenants contained herein are reasonable in geographical scope temporal duration
    and in all other respects. If it is determined that any provision of this Section 6 is invalid or unenforceable, the remainder
    of the provisions of this Section 6 shall not thereby be affected and shall be given full effect, without regard to the invalid
    portions. If any court or other decision-maker of competent jurisdiction determines that any of the covenants in this Section 6
    is unenforceable because of the duration or geographic scope of such provision, then after such determination becomes final and
    unappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable,
    and in its reduced form, such provision shall be enforced.

   

  7.           Successors.
      

   

  (a)       This
    Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive
    otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
    by the Executive’s legal representatives.

   

  (b)       This
    Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns and any party acting in
    the form of a receiver or trustee capacity.

   

  (c)       The
    Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
    all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and
    to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement,
    “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid
    which assumes and agrees to perform this Agreement by operation of law, or otherwise.

   

  8.            Miscellaneous.

   

  (a)          This
    Agreement shall be construed, and the rights and obligations of the parties hereunder determined, in accordance with the substantive
    laws of the State of Minnesota, without regard to its conflict-of-laws principles.  For the purposes of any suit, action or
    proceeding based upon, arising out of or relating to this Agreement or the negotiation, execution or performance hereof, the parties
    hereby expressly submit to the jurisdiction of all federal and state courts sitting within the confines of the United States District
    Court for the District of Minnesota (the “Venue Area”) and consent that any order, process, notice of
    motion or other application to or by any such court or a judge thereof may be served within or without such court’s jurisdiction
    by registered mail or by personal service in accordance with Section 8(b).  The parties agree that such courts shall have
    the exclusive jurisdiction over any such suit, action or proceeding commenced by either or both of said parties.  Each party
    hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding
    based upon, arising out of or relating to this Agreement or the negotiation, execution or performance hereof, brought in any federal
    or state court sitting within the confines of the Venue Area and hereby further irrevocably waives any claim that any such suit,
    action or proceeding brought in any such court has been brought in an inconvenient forum. The captions of this Agreement are not
    part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by
    a written agreement executed by the parties hereto or their respective successors and legal representatives.

   

  
  
    	 	14	 


  

  
     

  

  
   

  (b)          All
    notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered
    or certified mail, return receipt requested, postage prepaid, addressed as follows:

   

  	If to the Executive:	to his last address provided in the Company’s records
	 	 
	If to the Company:	CHF Solutions, Inc.
	 	Attn: Chief Legal & Compliance Officer  
	 	12988 Valley View Road
	 	Eden Prairie, Minnesota 55344
	 	Facsimile: 952.224.0181


   

  or to such other address as either party shall
    have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received
    by the addressee.

   

  (c)          The
    invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
    provision of this Agreement.

   

  (d)          The
    Company hereby agrees to indemnify the Executive and hold the Employee harmless to the extent provided under Certificate of Incorporation
    and the By-Laws of the Company and that certain Indemnity Agreement, dated May 7, 2019, between the Company and the Executive (the
    “Indemnity Agreement”) against and in respect of any and all actions, suits, proceedings, claims, demands,
    judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the Executive’s
    good faith performance of the Executive’s duties and obligations with the Company. This obligation shall survive the termination
    of the Executive’s employment with the Company.

   

  (e)          From
    and after the Commencement Date, the Company shall cover the Executive under directors’ and officers’ liability insurance
    both during and, while potential liability exists, after the Employment Period in the same amount and to the same extent as the
    Company covers its other executive officers and directors.

   

  (f)          The
    Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required
    to be withheld pursuant to any applicable law or regulation.

   

  (g)          The
    Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure
    to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the executive
    to effect a Termination for Good Reason shall not be deemed to be a waiver of such provision of right or any other provision or
    right of this Agreement.

   

  
  
    	 	15	 


  

  
     

  

  
   

  (h)          Other
    than in connection with a Change in Control (as defined in the Change in Control Agreement, and in which case this Agreement will
    be superseded by the Change in Control Agreement), the Company will require any successor to or assignee of (whether direct or
    indirect, by purchase, merger, consolidation or otherwise) all or substantially all of the assets of the Company (i) to assume
    unconditionally and expressly this Agreement and (ii) to agree to perform all of the obligations under this Agreement
    in the same manner and to the same extent as would have been required of the Company had no assignment or succession occurred,
    such assumption to be set forth in a writing reasonably satisfactory to the Executive. In the event of any such assignment or succession,
    the term “Company” as used in this Agreement will refer also to such successor or assign.

   

  (i)          This
    Agreement, the Invention Assignment Agreements, the Indemnity Agreement, the Original Award Documents, the Change in Control Agreement
    and all agreements, documents, instruments, schedules, exhibits or certificates prepared in connection herewith, and as of the
    Commencement Date represent the entire understanding and agreement between the Company and the Executive with respect to the subject
    matter hereof, supersede all prior understandings, agreements or negotiations between such parties, whether written or oral, including,
    without limitation, the Prior Agreement, and may be amended, supplemented or changed only by an agreement in writing which makes
    specific reference to this Agreement or the agreement or document delivered pursuant hereto, as the case may be, and which is signed
    by the party against whom enforcement of any such amendment, supplement or modification is sought. If any of the terms and conditions
    of this Agreement conflict with the terms and conditions of the Original Award Documents, the terms and conditions of this Agreement
    shall control. All non-conflicting terms of the Original Award Documents are hereby expressly preserved

   

  (j)      
           This Agreement may be executed in one or more counterparts and by facsimile, each of which shall constitute
    an original and all of which together shall constitute one and the same instrument. Signatures of the parties transmitted by
    facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words
    “execution,” “signed,” “signature,” and words of like import shall be deemed to include
    electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
    or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to
    the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
    Commerce Act, the Minnesota Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform
    Electronic Transactions Act. This Agreement and any signed agreement or instrument entered into in connection with this
    Agreement, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail
    (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an
    original agreement or instrument and will be considered to have the same binding legal effect as if it were the original
    signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each
    other party hereto or thereto will re-execute original forms thereof and deliver them to all other parties. No party hereto
    or to any such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any
    signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to
    the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related
    to lack of authenticity.

   

  Signatures
      on the Following Page

   

  
  
    	 	16	 


  

  
     

  

  
   

  In
        Witness Whereof, the Company and the Executive have executed this Agreement as of the date first above written.

   

  	The Executive:	 	The Company:
	 	 	 
	 	 	CHF Solutions, Inc.
	 	 	 	 
	/s/ Nestor Jaramillo, Jr. 

        	 	By:	/s/ John L. Erb 
	Nestor Jaramillo, Jr.	 	Name:	John L. Erb
	 	 	Title:	Chairman of the Board


   

  Signature
      Page to

  Executive
      Employment Agreement

   

  
  
     

  

  
     

  

  
   

  Exhibit
          A

   

  Release
        and Waiver of Claims

   

  To
        be signed on or following the Termination Date

   

  In consideration of the
    payments and other benefits set forth in the Executive Employment Agreement of January 15, 2021 (the “Executive Employment
        Agreement”), I, Nestor Jaramillo, hereby furnish CHF
        Solutions, Inc., a Delaware corporation (the “Company”), with the following release and waiver
    (“Release and Waiver”).

   

  In exchange for the consideration
    provided to me by the Executive Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely
    release the Company and its current and former directors, officers, employees, stockholders, partners, agents, attorneys, predecessors,
    successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”)
    from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events,
    acts, conduct, or omissions occurring prior to or on the date that I sign this Agreement (collectively, the “Released
        Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related
    to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits
    from the Company including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits,
    stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination,
    and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation,
    emotional distress, and discharge in violation of public policy; and (e) all U.S. federal, state, and local statutory claims,
    including claims for discrimination, harassment, retaliation, misclassification, attorneys’ fees, or other claims arising
    under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination
    in Employment Act of 1967 (as amended) (the “ADEA”), the Family and Medical Leave Act, the Workers’
    Adjustment and Retraining Notification, the Employee Retirement Income Security Act of 1974, and the Minnesota Human Rights Act
    (the “MHRA”). Notwithstanding the foregoing, the following are not included in the Released Claims (the
    “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written
    indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company,
    or under applicable law; (b) any rights or claims to unemployment compensation, funds accrued in my 401k account, or any vested
    equity incentives; (c) any rights that are not waivable as a matter of law; or (d) any claims arising after the day on
    which I sign this Release and Waiver. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any
    claims I have or might have against any of the Released Parties that are not included in the Released Claims.

   

  I acknowledge that, among
    other rights, I am waiving and releasing any rights I may have under the ADEA and the MHRA, that this Release and Waiver is knowing
    and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was
    already entitled as an executive of the Company. I further acknowledge that I have been advised, that: (a) the release and
    waiver granted herein does not relate to claims which may arise after this Release and Waiver is executed; (b) I should consult
    with an attorney prior to executing this Release and Waiver; and (c) I have twenty-one (21) days from the date of termination
    of my employment with the Company or the date on which I received this Release and Waiver, whichever is later and not including
    such date (as applicable) in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release
    and Waiver earlier); (d) I have fifteen (15) days following the execution of this Release and Waiver, not counting the day
    on which I sign this Release and Waiver, to revoke my consent to this Release and Waiver; and (e) this Release and Waiver
    shall not be effective until the fifteen (15) day revocation period has expired without my having previously revoked this Release
    and Waiver. Any revocation must be personally delivered to the Company or, if mailed, postmarked, no later than the last day of
    the 15-day revocation period. The address for delivery of any such revocation shall be the Company’s address identified in
    Section 8(b) of the Executive Employment Agreement.

   

  
  
    	 	Exhibit A -
            1	 


  

  
     

  

  
   

  I acknowledge my continuing
    obligations under the Executive Employment Agreement. Pursuant to the Executive Employment Agreement I understand that among other
    things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all
    Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or
    control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of
    this Release and Waiver is contingent upon my continued compliance with the Executive Employment Agreement.

   

  This Release and Waiver
    constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the
    subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. This
    Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company.

   

  	 	 	Dated: 	 
	Nestor Jaramillo, Jr.	 	 	 


   

  
  
    	 	Exhibit A -
            2