Exhibit 10.24 to Biodrain Medical, Inc. Form S-1



Exhibit 10.24 


	
 

	
 


	
 

	
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
 REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO
 THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.





BioDrain
Medical, Inc.


MEDICAL
ADVISORY BOARD WARRANT AGREEMENT


          This
Advisoiy Board Warrant Agreement is made and entered as of the 31 day of
August, 2005 (the Agreement Date”) by and between BioDrain Medical, Inc., a
Minnesota corporation (“Company”) and Medical Advisory Board member David D.
Feroe (the “Warrantee”) as consideration for Board membership..


1. Warrant Grant. The
Company hereby grants to the Warrantee a warrant (the “Warrant”) to purchase
5,000 shares (“Warrant Shares”, with each being a “Warrant Share”) of its $0.01
par value common stock (“Share”), under the terms and conditions set forth
below.


2. Nonstatutory
Option. The Warrant is granted to purchase up to the number of
shares of authorized but unissued common stock of the Company specified in
Section 1 (the “Shares”). The Warrant will expire, and all rights to exercise
it will terminate on the earliest of: (a) the date provided below in Sections 8
and 9, and (b) the Expiration Date.


3. Exercise Price. The
exercise price of each Warrant Share of the Company as of any exercise date is
$1.00 per Share.


4. Period of
Exercise. The Warrant will expire at 5:00 p.m. on the fifth
anniversary of the Agreement Date (“the Expiration Date”).


5. Vesting of
Options. Warrantee will have the right to exercise the Warrant in
accordance with the following schedule:


               (a)
The Shares subject to Warrant will vest in 90 days from the Agreement Date.


6. Transferability. The
Warrant is not transferable except by will or the laws of descent and
distribution and may be exercised during the lifetime of the Warrantee only by
the Warrantee, and if exercised following the Warrantee’s death, by the
Warrantee’s legal representative upon presenting evidence of authority to act
on behalf of the Warrantee’s estate acceptable to the Company.


7. Change in Control.
If the Company enters into a binding agreement during the time that
Warrantee is a Medical Advisory Board member of the Company that results in a
change in control (as defined in the following sentence), then 100% of the
Shares will vest. For purposes of this Warrant Agreement, “change in control”
means that:


               (a)
any individual, partnership, firm, corporation, association, trust,
unincorporated organization or other entity or person, or any syndicate or
group deemed to be a person under Section 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), is or becomes the “beneficial
owner” (as defined in Rule l3d-3 of the General Rules and Regulations under the
Exchange Act), directly or indirectly, of securities of the Corporation
representing fifty percent (50%) or more of the combined voting power of the
Company’s then outstanding securities entitled to vote in the election of
directors of the Company; or


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              (b)
there occurs a reorganization, merger, consolidation or other corporate
transaction involving the Company (“Transaction”), in each case, with respect
to which the stockholders of the Company immediately prior to such Transaction
do not, immediately after the Transaction, own more than fifty percent (50%) of
the combined voting power of the Company or other corporation resulting from
such Transaction; or


               (c)
all or substantially all of the assets of the Company are sold, liquidated or
distributed.


8. Warrant Lapse. The
Warrant will lapse and becomes unexercisable in full on the earliest of the
following events:


               (a)
three (3) months following the Warrantee’s death, as provided below in Section
9;


               (b)
the date otherwise provided below in Section 9, unless the Board of Directors
otherwise extends such period before the applicable expiration date.


9. Medical Advisory
Board Resignation. If Warrantee ceases to be a Medical Advisory
Board member for any reason other than that described in this Section 9, Warrantee
will have the right, subject to the other provisions of this Agreement, to
exercise the Warrant for up to ninety (90) days following the date of
termination, but only to the extent that on the date of termination the
Warrantee’s right to exercise such Warrant had vested, and at the end of such
period the Warrant will expire, and all rights to exercise it will terminate.


               (a)
If Warrantee dies while a Medical Advisory Board member, or after ceasing to be
a Medical Advisory Board member but during the period while he or she could
have exercised an Warrant under the preceding sub-Sections, the Warrant
granted to the Warrantee may be exercised, to the extent it has vested at the
time of death at any time within ninety (90) days after the Warrantee’s death,
by the executors or administrators of his or her estate or by any person or
persons who acquire the Warrant by will or the laws of descent and
distribution, but not beyond the otherwise applicable term of the Warrant.


10. Adjustment in
Capitalization. If there is any change in the outstanding common
stock of the Company by reason of a stock dividend or split, recapitalization,
reclassification, or other similar capital change, the aggregate number of
Warrant Shares subject to the Warrant will be appropriately adjusted by the
Company, as directed by the Board of Directors of the Company whose
determination is final and conclusive, except that fractional Shares will be
rounded to the nearest whole Share. In any such case, the number and kind of
Shares that are subject to the Warrant and the Warrant exercise price per Share
will be proportionately adjusted without any change in the aggregate Warrant
price to be paid upon exercise of the Warrant.


11. Amendment,
Modification and Termination of Agreement. The Board of Directors of
the Company may at any time terminate, and from time to time may amend or
modify Agreement; provided, however, that no amendment, modification, or
termination of this Agreement may in any manner adversely affect the Warrant
without the consent of the Warrantee.


12. Lock up Period. The
Warrantee understands that the Company at a future date may file a registration
or offering statement (the “Registration Statement”) with the Securities and
Exchange Commission to facilitate an initial public offering of its securities.
The Warrantee agrees, for the benefit of the Company, that should such an
initial public offering be made and should the managing underwriter of such
offering require, the Warrantee will not, without the prior written consent of
the Company and such underwriter, during the Lock Up Period as defined herein:
(i) sell, transfer or otherwise dispose of, or agree to sell, transfer or
otherwise dispose of any Shares beneficially held by the Warrantee during the
Lock Up Period; 


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(ii) sell, transfer or otherwise dispose of, or agree
to sell, transfer or otherwise dispose of any options, rights or warrants to
purchase any Shares beneficially held by the Warrantee during the Lock Up
Period; or (iii) sell or grant, or agree to sell or grant, options, rights or
warrants with respect to any Shares. The foregoing does not prohibit gifts to
donees or transfers by will or the laws of descent to heirs or beneficiaries
provided that such donees, heirs and beneficiaries are bound by the
restrictions set forth herein. The term “Lock Up Period” means the lesser of
(a) 180 days or (b) the period during which Company officers and directors are
restricted by the managing underwriter from effecting any sales or transfers of
the Company’s common stock. The Lock Up Period will commence on the effective
of the Registration Statement.


13. Securities
Matters.


          (1)
Registration. If the Company deems
it necessary or desirable to register or qualify the Warrant or any Shares with
respect to which the Warrant has been granted or exercised under the Securities
Act of 1933, as amended, or any other applicable statute or regulation, the
Warrantee will cooperate with the Company and take such action as is necessary
to permit registration or qualification of the Warrant or the Shares. The
foregoing notwithstanding, the Company has no obligation to register the
Warrant or any Shares.


          (2)
Investment Intent. Unless the
Company has determined that the following representation is unnecessary, each
person exercising any portion of the Warrant will be required, as a condition
to the issuance of Shares pursuant to exercise of the Warrant, to make a
representation in writing (a) that he or she is acquiring the Shares for his or
her own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof, (b) that before any
transfer in connection with the resale of the Shares, he or she will obtain the
written opinion of counsel for the Company, or other counsel acceptable to the
Company, that the Shares may be transferred. The Company may also place a stop
transfer order with its transfer agent with respect to the Shares and require
that certificates representing the Shares contain legends reflecting the
foregoing.


14. Miscellaneous.


          (1)
Requirements of Law. The granting
of the Warrant and the issuance of Shares are subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.


          (2)
Choice of Law and Venue. This Agreement is made under
and must be governed by the laws of the State of Minnesota, and each of the
parties hereto consents to venue any suit or action under or with regard to
this Agreement in an appropriate court with jurisdiction in Hennepin County,
Minnesota.


          (3)
Notices. All notices, requests and
other communications from either party to the other hereunder must be given in
writing and will be deemed to have been duly given if personally delivered, or
sent by first class, certified mail, return receipt requested, postage prepaid,
to the party may at the address as provided below,
or to such other address as such party may hereafter designate by written
notice to the other party:


                    (a)
If the Company, to the address of its then principal office; and


                    (b)
If to the Warrantee, to the residence address last shown in the records of the
Company, which as of the date of this Agreement is as follows:


	
 

	
 


	
 

	
David Feroe


	
 

	
5140 Aldrich Ave So


	
 

	
Minneapolis, MN 55419





          (4) No obligation to Exercise. The granting of
the Warrant imposes no obligation upon the holder thereof to exercise the
Warrant.


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          (5)
Amendments; Final Agreement. This
Agreement contains the complete and final understanding of the parties with
respect to the subject matter hereof and supersedes all prior understanding and
statements, written and oral. This Agreement may not be amended except in a
written instrument signed by the party against whom enforcement is sought.


          (6)
Headings. Headings and captions
used in this Agreement are for convenience and do not affect the meaning
hereof.


15. Share Issuance.
The Company will not be under any obligation to issue any Shares upon the
exercise of this Warrant unless and until the Company has determined that:


               (a)
it and Warrantee have taken all actions required to register such Shares under
the Securities Act, or to perfect an exemption from the registration
requirements thereof;


               (b)
any applicable listing requirement of any stock exchange on which such Shares
are listed has been satisfied; and


               (c)
all other applicable provisions of state and federal law have been satisfied.


16. Tax Effect. Warrantee
acknowledges that the tax effect of the exercise of this Warrant and the sale
of the underlying Shares is complicated, that Warrantee has consulted with his
or her own professional advisor which respect to all tax matters relating to
this Warrant and the exercise and sale of the Shares and has not relied on any
assurances or representations of the Company as to such matters.


17. The Shares have not been registered and,
therefore, they may not be sold, pledged, hypothecated, or otherwise
transferred unless they are registered under the Securities Act of 1933, as
amended, and applicable state securities laws or an exemption from such
registration is available.


18. Stock Legend. A
legend will be placed on any certificate evidencing the Shares in substantially
the following form:


	
 

	
 


	
 

	
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
 NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
 STATE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES
 MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME
 WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL
 SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH
 TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY
 BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT
 BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR APPLICABLE
 STATE SECURITIES LAWS AND/OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.





          IN
WITNESS WHEREOF, each of the parties hereto has executed this Warrant
Agreement, in the case of the Corporation by its duly authorized officer, as of
the date and year written above.


	
 

	
 

	
 

	
 

	
 


	 


	
OPTIONEE

	
 

	
BIODRAIN MEDICAL, Inc.,


	
 

	
 

	
 

	
a Minnesota corporation


	
 


	
 

	


	
 

	
By:

	



	
 

	 

	
 

	
 

	 


	
 

	
David D. Feroe

	
 

	
 

	
Lawrence W. Gadbaw


	
 

	
 

	
 

	
Its:

	
President & CEO


	
 

	
 

	
 

	
 

	
 


	
October 11, 2007

	
 

	
 

	
 





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