Exhibit 10.12 to Biodrain Medical, Inc. Form S-1



Exhibit 10.12 


INVESTOR RELATIONS
AGREEMENT


This
Agreement is made as of this 15th day of April 2008, by and between BioDrain
Medical, Inc., a Minnesota corporation (the “Company”), a corporation duly organized and existing under
the laws of the State of Minnesota, having its principal place of business at 699 Minnetonka Lane, Orono, Minnesota
55356, and Kulman JR, LLC (the “Consultant”), a limited liability company duly organized and existing under the laws of the State of Florida, with
offices at 18851 N. E. 29th Avenue, Suite 700, Aventura, Florida 33180.


WHEREAS, the Company is a
medical device company;


WHEREAS,
the Consultant is experienced in providing consulting and investor relations
advice to publicly-traded companies and;


WHEREAS,
the Company wishes to retain the services of the Consultant on a non-exclusive
basis on the following terms and conditions:


1. The Company hereby retains the services of the
Consultant for a period of twelve months, commencing with the completion
of the Company’s financing.


2.
In exchange for the Consulting Services (as that term is defined below)
rendered during the Initial Term, the Consultant shall receive a monthly cash fee of $5,000 per month paid on the
15th of every month. The first cash fee is due upon completion of the Company’s financing. The Consultant shall
also receive a certificate for 250,000 shares of restricted common stock
(herein after “Shares”) of the Company. These certificates are to be delivered within 10 days of the completion of the
Company’s financing. These shares are irrevocable and the Company shall take no action to cause such securities to be
voided or revoked or the issuance to be otherwise terminated. The Company acknowledges that the
Consultant intends to transfer or assign some of the Shares to certain
of its members, directors, consultants and employees and will instruct the
Company accordingly.


The
Consultant shall be reimbursed the actual cost of obtaining the requisite legal
opinion for the purpose of registering the Consultant’s Shares. The
Company agrees to provide the name and
contact information of the legal counsel that will render the legal opinion.
The Company also agrees that if for any reason that legal counsel is not providing said legal opinion
in a timely manner, the Company will accept a third party legal opinion
in its stead.


The
Consultant shall be reimbursed actual reasonable travel and other out of pocket
expenses which will be billed in
arrears and are due payable within (15) days of the Company’s receipt of the
subject bill(s). All travel and out-of-pocket expenses are to be
pre-approved by the Company.


3. The Consultant shall utilize its best efforts to
provide the following services to the Company: (a) assist the Company in making presentations to interested
brokerage firms, ledge funds and institutional investors that buy and follow the medical device businesses
(b) coordinate meetings with analysis to cover the Company’s stock and help disseminate the
Company’s investment profile to these analysis, as well as brokerage
firms, ledge fund managers and institutional investors through a variety of
electronic and manual sources, (c) a review of public relations and marketing materials that have been, or may be
distributed to the U.S. financial community and make appropriate suggestions as to how these materials can or
should be changed, (d) advise the Company on symposium presentations, as well as investor conferences, (e) assist
the Company through Consultant’s existing and future relationships in areas relating to future financings, mergers, acquisitions and potential buyouts; the
parties agree that any such transaction will be subject to a separate fee agreement between the parties and
limited to transactions generated by the Consultant, excluding any transactions generated by other
parties for which the Consultant will not be entitled to compensation, (f) at the appropriate time, have the
Company deliver presentations to the staff of the






Consultant, as well as the
offices of other brokerage firms with whom the Consultant maintains a relationship, and (g) through media contacts,
attempt to initiate interviews for the Company on news shows such, as CNBC,
CNN and Bloomberg. The services referred to in this paragraph shall be known as
the “Consulting Services”.


4.
The Consultant shall be an independent contractor and shall have no right or authority to assume or create any
obligations or responsibility, express or implied, on behalf of or in the name of the Company, unless specifically authorized in writing by the Company.
No provision of this Agreement shall he construed to preclude the Consultant,
or any officer, director, agent, assistant, affiliate or employee of the Consultant from engaging in any activity whatsoever,
including, without limitation receiving compensation for managing investments,
or acting as an advisor, broker-dealer to, or participate in, any corporation, partnership, trust or other business entity or
from receiving compensation or profit therefore. The Consultant shall
have no obligation to present any business combination to the Company and shall
incur no liability for its failure to do so.


5. The Consultant (including any person or entity
acting for or on behalf of the Consultant) shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any acts or omissions of any kind, unless
caused by the gross negligence or intentional misconduct of the Consultant
or any person or entity acting for or on behalf of the Consultant.


6. (a) The Company and its present and future subsidiaries, jointly and
severally, agree to indemnify and hold harmless the Consultant and its
present and future members as well as its and their officers, directors, affiliates, associates, employees, members,
attorneys and agents (“Indemnified Parties” or ”“Indemnified party”) against any loss, claim, damage or
liability whatsoever (including reasonable attorneys’ fees and expenses), to
which such Indemnified Party may become subject as a result of performing any act (or omitting to perform any act) contemplated to be
performed by the Consultant pursuant to this Agreement if such act or omission
did not violate the provisions of Section 4 of this Agreement. So long as the
Company has not provided counsel to
the Indemnified Party in accordance with the terms of this Agreement, the Company and its subsidiaries agree to reimburse
the defense of any action or investigation (including reasonable attorneys’ fees and expenses) subject
to an understanding from such Indemnified Party to repay the Company or its subsidiaries if it is
ultimately determined that such Indemnified Party is not entitled to such indemnity. In case any action, suit or
proceeding shall be brought or threatened, in writing, against any Indemnified Party, it shall notify the Company within twenty (20)
days after the
Indemnified Party receives notice of
such action, suit or such threat. The Company shall have the right to appoint
the Company’s counsel to defend such
action, suit or proceeding, provided that such Indemnified Party consents to
such representation by such counsel,
which consent shall not be unreasonably withheld. In the event any counsel appointed by the Company shall not be acceptable
to such Indemnified Party, then the Company shall have the right to appoint alternative counsel for such
Indemnified Party reasonably acceptable to such Indemnified Party, until such time as acceptable counsel can be
appointed. In any event, the Company shall, at its sole cost and expense, be entitled to appoint counsel to appear
and participate as co-counsel in the defense
thereof. The Indemnified Party, or its co-counsel, shall promptly supply the
Company’s counsel with copies of all
documents, pleadings and notices that are filed, served or submitted in any of
the aforementioned. No Indemnified
Party shall enter into any settlement without the prior written consent of the
Company, which consent shall not be unreasonably withheld.


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(b.) The Consultant and its
present and future subsidiaries, jointly and severally, agree to indemnify and hold harmless the Company and its present and
future members as well as its and their officers, directors, affiliates, associates, employees, members, attorneys and
agents (“Indemnified Parties’” or ““Indemnified party”)
against any loss, claim, damage or liability whatsoever (including reasonable
attorneys’ fees and expenses), to
which such Indemnified Party may become subject as a result of performing any
act (or omitting to perform any act)
contemplated to be performed by the Company. So long as the Consultant has not
provided counsel to the Indemnified Party in accordance with the terms of this
Agreement, the Consultant and its
subsidiaries agree to reimburse
the defense of any action or investigation (including reasonable
attorneys fees and expenses) subject to an understanding from such Indemnified
Party to repay the Consultant or its
subsidiaries if it is ultimately determined that such Indemnified Party is not
entitled to such indemnity. In case any action,
suit or proceeding shall be brought or threatened, in writing, against any Indemnified Party, it shall notify the Consultant within
twenty (20) days after the
Indemnified Party receives notice of
such action, suit or such threat. The Consultant shall have the right to appoint the Consultant’s counsel to defend such action, suit
or proceeding,
provided that such Indemnified Party consents to such representation by such counsel, which consent
shall not be unreasonably withheld. In the event any counsel appointed by the Consultant shall not be
acceptable to such Indemnified Party, then the Consultant shall have the right to appoint alternative counsel for
such Indemnified Party reasonably acceptable to such Indemnified Party, until such time as acceptable
counsel can be appointed. In any event, the Consultant shall, at its sole cost
and expense, be entitled to appoint counsel to appear and participate as
co-counsel in the defense thereof.
The Indemnified Party, or its co-counsel shall promptly supply the Consultant’s
counsel with copies of all documents, pleadings and notices that are
filed, served or submitted in any of the aforementioned.
No Indemnified Party shall enter into any settlement without the prior written
consent of the Consultant, which consent shall not be unreasonably withheld.


7. This Agreement shall be
binding upon the Company and the Consultant and their respective successors and
assigns.


8. If any provision or
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever; (i) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and
(ii) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held, invalid illegal or unenforceable.


9. No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any
other provisions hereof (whether or not similar) shall be binding unless executed in writing by both
parties hereto nor shall such waiver constitute a continuing waiver.


10. This Agreement may be executed in one or more
counterparts each of which shall for all purposes be deemed to be an original but all of which shall constitute one and the same
Agreement.


11. This Agreement shall be governed by the laws of
the State of Minnesota. The parties agree that, should any dispute arise in the administration of this Agreement, the dispute
shall be resolved through arbitration under the rules of the American
Arbitration Association.






12. This Agreement contains the entire agreement
between the parties with respect to the services to be provided to the Company
by the Consultant and supersedes any and all prior understandings, agreement or
correspondence between the parties.


IN WITNESS WHEREOF, the Company and the Consultant
have caused this Agreement to be signed by their duly authorized representatives
as of the day and year first above written.


	
 

	
 

	
 

	
 

	
 

	
 


	
BioDrain Medical, Inc

	
 

	
Kulman IR. LLC

	
 


	
 

	
 

	
 

	
 


	
By:

	


	
 

	
By:

	


	
 


	
 

	 

	
 

	
 

	 

	
 


	
 

	
Name: Kevin Davidson

	
 

	
 

	
Name: Craig M. Kulman

	
 


	
 

	
Title: President & CEO

	
 

	
 

	
Title: managing member

	
 








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