Exhibit 10.31 to Biodrain Medical, Inc. Form S-1



Exhibit 10.31 


SUBSCRIPTION AGREEMENT


          Subscription
Agreement (together with the schedules and exhibits hereto, this “Agreement”),
dated as of _________, 2008, by and between BioDrain Medical, Inc., a Minnesota
corporation (“the Company”), and each of the Persons (as defined below)
who has executed a signature page to this Agreement (each a “Purchaser,”
and together, the “Purchasers”). 


W I T N E S S E T H:


          WHEREAS, the Company desires to
issue and
sell to the Purchasers, and the Purchasers desire to purchase from the Company,
a minimum of $0.8 million and a maximum of $1.7 million of Units (as such term
is defined below) as set forth below. 


          NOW,
THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound, the parties hereto hereby agree as
follows: 


1. Offer and Sale of Securities. 


          1.1 The
Offering. The Company is offering for sale of a minimum of 2,285,715 and a
maximum of 4,857,144 units of Company securities. Each “unit” shall consist of
one share of Company common stock, par value $0.001 per share (“Share”),
and a warrant to purchase one share of Company common stock at $0.46 per share
(“Warrant”). The Shares, Warrants, and Units offered hereby, and the
underlying shares of Common Stock, are sometimes referred to herein as the “Securities”.
The Purchasers of the Units shall have the benefit of certain registration
rights in respect of the Shares (including Shares underlying the Warrants or “Warrant
Shares”) on the terms and conditions of a Registration Rights Agreement, in
the form of Exhibit B hereto (the “Registration Rights Agreement”).
The Company is offering Units (the “Offering”) for sale only to
individuals, entities or groups, including, without limitation, corporations,
limited liability companies, limited or general partnerships, joint ventures,
associations, joint stock companies, trusts, unincorporated organizations, or
governments or any agencies or political subdivisions thereof (each, a “Person”)
who are “accredited investors” (as defined herein). All subscription proceeds
will be paid upon subscription to the account or accounts of Richardson &
Patel LLP, the escrow agent utilized by the Company for receipt of funds (the “Escrow
Agent”). 


          1.2 Subscription.
Subject to the terms and conditions hereinafter set forth in this Agreement,
each Purchaser hereby offers to purchase, at a price of $0.35 per share, the
number of Units set forth beneath each such Purchaser’s name on the signature
pages of this Agreement, for an aggregate purchase price (the “Purchase Price”)
to be paid by such Purchaser in the amount set forth on the signature page
beneath such Purchaser’s name, to such account or accounts as the Company may
specify by written notice to the Purchaser. 


          1.3 Subscription
Procedures. To submit this Subscription, each Purchaser must deliver (i)
this Agreement, including, without limitation, the annexed Purchaser
Questionnaire, both duly completed and executed and (ii) an executed
Registration Rights Agreement to the following address unless otherwise advised
by the Company: 


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BioDrain
 Medical, Inc.

 699 Minnetonka Highlands Lane

 Orono, Minnesota 55356-9728

 Attention: Kevin Davidson





          Each
Purchaser shall, promptly following the delivery of the subscription documents
as described above, deliver and pay the applicable purchase price in full for
the Units being subscribed for by such Purchaser, in the amount of $0.35 for
each Unit, in U.S. dollars, in immediately available funds, in accordance with
the payment instructions attached hereto as Exhibit C. The Company may
accept or reject subscriptions, in whole or in part in its sole discretion. The
Company shall notify each Purchaser of the portion, if any, of such Purchaser’s
subscription which has been accepted and, if any portion of a Purchaser’s
subscription is rejected, shall cause the Escrow Agent to refund to such
Purchaser the purchase price paid by the Purchaser for the shares of Units with
respect to which such Purchaser’s subscription was rejected. 


2. Closing. 


          Upon
acceptance of subscriptions for Units from a Purchaser, the Company may hold a
closing of the purchase and sale of such Securities at any time after receipt
of an aggregate amount of $800,000 of Units has been sold by the Company (the “Initial
Closing”). The Company may thereafter hold one or more additional closings
(each closing, including the Initial Closing, a “Closing,” and the final
closing, the “Final Closing”) upon the purchase and sale of additional
Securities until an aggregate amount of up to $1,700,000 (the “Maximum
Offering”) of Units has been sold by the Company. The date of the Initial
Closing will be referred to as the “Initial Closing Date” and the date of the
Final Closing is referred to as the “Final Closing Date.” At the Closing with
respect to the subscription by each Purchaser, to the extent the same is accepted
by the Company, the Company will register in the name of each such Purchaser
that number of Securities being purchased by such Purchaser in accordance with
the information on the applicable signature page of this Agreement. 


          2.1 Escrow.
Pending each Closing, all funds paid in respect of this Agreement with regard
to such Closing shall be deposited in an escrow account (the “Escrow Account”)
maintained by the Escrow Agent pursuant to an Escrow Agreement among the
Company, Purchaser and Escrow Agent, set forth as Exhibit D. The Escrow
Account shall not be interest bearing. If the Company accepts subscriptions for
the Securities at or prior to the Initial Closing Date or the Final Closing
Date, as the case may be, then all subscription proceeds received for
subscriptions accepted by the Company prior to such Closing Date shall be paid
over to the Company at each Closing, net of any offering expenses, which shall
be paid to the appropriate parties at each such Closing. If the Company shall
not have received and accepted a Purchaser’s subscription or if the Offering is
terminated and no Closing occurs, then that subscription shall be void and all
funds paid hereunder by such Purchaser, without deduction therefrom or interest
thereon, shall be promptly returned to such Purchaser. If the Offering is
terminated and no Closing occurs, then all subscriptions shall be void and all
funds paid hereunder by Purchasers, without deduction therefrom or interest
thereon, shall be promptly returned to the Purchasers. The Offering shall
automatically terminate, all subscriptions shall be void and all funds shall be
refunded to the Purchasers as provided in this Section 2.1 (which refunds shall
be made on or before March 31, 2008), unless on or before March 31, 2008 all of
the conditions set forth in Section 3 hereof have been satisfied and the
Initial Closing shall have occurred. 


          2.2. Return
of Funds. Each Purchaser hereby authorizes and directs the Escrow Agent to
return or direct the return of any funds from the Escrow Account, without
deduction therefrom or interest thereon, to the same account from which the
funds were originally drawn, to the extent that such Purchaser’s subscription
is not accepted prior to the termination of the Offering. 


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3. Conditions to the Obligations of each
Purchaser at Closing. 


          The
obligation of each Purchaser to purchase the Securities subscribed for by such
Purchaser at the Closing is subject to the satisfaction on or prior to the
Closing Date of the following conditions, each of which may be waived by the
applicable Purchaser: 


          3.1 Representations
and Warranties. The representations and warranties of the Company contained
in this Agreement which are qualified as to materiality must be true and correct
in all respects and the representations and warranties of the Company contained
in this Agreement which are not qualified as to materiality must be true and
correct in all material respects as of the Closing Date except to the extent
that the representations and warranties relate to an earlier date in which case
the representations and warranties must be true and correct as written or true
and correct in all material respects, as the case may be, as of the earlier
date. 


          3.2 Performance
of Covenants. The Company shall have performed or complied in all material
respects with all covenants and agreements required to be performed by it on or
prior to the Closing pursuant to this Agreement. 


          3.3 No
Injunctions; etc. No court or governmental injunction, order or decree
prohibiting the purchase and sale of the Units will be in effect. There will
not be in effect any law, rule or regulation prohibiting or restricting the
sale or requiring any consent or approval of any Person that has not been
obtained to issue and sell the Units to the Purchasers. 


          3.4 Closing
Documents. At each Closing, the Company shall have delivered to the Escrow
Agent the following: 


	
 

	
 

	
 


	
 

	
(a) a
 certificate evidencing the Units purchased by such Purchaser; 


	
 

	
 

	
 


	
 

	
(b) an Escrow
 Agreement duly executed by the Company; and 


	
 

	
 

	
 


	
 

	
(c) a
 Registration Rights Agreement duly executed by the Company. 





          3.5 Waivers
and Consents. The Company will have obtained all consents and waivers
necessary to (i) execute and deliver this Agreement and all related documents
and agreements, and (ii) to issue and deliver the Units, and all such consents
and waivers will be in full force and effect. 


4. Conditions to the Obligations of the
Company at Closing. 


          The obligation
of the Company to issue and sell the Units to any Purchaser is subject to the
satisfaction on or prior to each Closing Date of the following conditions, each
of which may be waived by the Company: 


          4.1 Receipt
of Purchase Price. The Escrow Agent shall have received payment in full in
immediately available funds in U.S. dollars of the Purchase Price for the Units
with respect to which the Company has accepted the Subscription made by such
Purchaser by means of this Agreement. 


          4.2 Representations
and Warranties. The representations and warranties of the Purchaser
contained in this Agreement which are qualified as to materiality must be true
and correct in all respects and the representations and warranties of the
Purchaser contained in this Agreement which are not qualified as to materiality
must be true and correct in all material respects as of the applicable Closing
Date. 


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          4.3 Performance
of Covenants. The Purchaser will have performed or complied in all material
respects with all covenants and agreements required to be performed by the
Purchasers on or prior to the Closing pursuant to this Agreement. 


          4.4 Purchaser
Questionnaire. All of the information furnished by such Purchaser in the
confidential purchaser questionnaire accompanying this Agreement (the
“Purchaser Questionnaire”) shall have been accurate and complete in all
material respects. 


          4.5 No
Injunctions. No court or governmental injunction, order or decree
prohibiting the purchase or sale of the Units will be in effect. 


          4.6 Closing
Document. The Purchasers will have delivered to the Company the
Registration Rights Agreement duly executed by the Purchasers. 


5. Representations and Warranties of each
Purchaser. 


          Each Purchaser,
in order to induce the Company to perform this Agreement, hereby represents and
warrants, severally and not jointly, as follows: 


          5.1 Due
Authorization. Each Purchaser represents for such Purchaser to the Company
that such Purchaser has full power and authority and has taken all action
necessary to authorize such Purchaser to execute, deliver and perform such
Purchaser’s obligations under this Agreement. This Agreement is the legal,
valid and binding obligation of such Purchaser in accordance with its terms. 


          5.2 Accredited
Investor. Each Purchaser represents that such Purchaser is an Accredited
Investor as that term is defined in Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”). 


          5.3 No
Investment Advice. The Company has not made any other representations or
warranties to such Purchaser other than as set forth herein or incorporated
herein by reference with respect to the Company or rendered any investment
advice. 


          5.4 Investment
Experience. Each Purchaser represents that such Purchaser has not
authorized any Person to act as a Purchaser Representative (as that term is
defined in Regulation D of the General Rules and Regulations under the
Securities Act) in connection with this transaction. Such Purchaser has such
knowledge and experience in financial, investment and business matters that
such Purchaser is capable of evaluating the merits and risks of the prospective
investment in the securities of the Company. Such Purchaser has consulted with
such independent legal counsel or other advisers as such Purchaser has deemed
appropriate to assist such Purchaser in evaluating the proposed investment in
the Company. 


          5.5 Adequate
Means. Each Purchaser represents as to such Purchaser that such Purchaser
(i) has adequate means of providing for such Purchaser’s current financial
needs and possible contingencies; and (ii) can afford (a) to hold unregistered
securities for an indefinite period of time as required; and (b) sustain a
complete loss of the entire amount of the subscription. 


          5.6 Access
to Information. Each Purchaser represents that such Purchaser has been
afforded the opportunity to ask questions of, and receive answers from the
officers and/or directors of the Company acting on its behalf concerning the
terms and conditions of this transaction and to obtain any additional
information, to the extent that the Company possesses such information or can
acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information furnished; and 


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has had such opportunity to the extent such Purchaser considers it
appropriate in order to permit such Purchaser to evaluate the merits and risks
of an investment in the Company. It is understood that all documents, records
and books pertaining to this investment have been made available for
inspection, and that the books and records of the Company will be available
upon reasonable notice for inspection by investors during reasonable business
hours at its principal place of business. The foregoing shall in no way be
deemed to limit the ability of each Purchaser to rely on the representations
and warranties set forth herein or incorporated herein by reference. 


          5.7 No
Endorsement. Each Purchaser further acknowledges that the offer and sale of
the Securities has not been passed upon or the merits thereof endorsed or
approved by any state or federal authorities. 


          5.8 Non-Registered
Securities. Each Purchaser acknowledges that the offer and sale of the
Securities have not been registered under the Securities Act or any state
securities laws and the Securities and the underlying shares of Common Stock
may be resold only if registered pursuant to the provisions thereunder or if an
exemption from registration is available. Each Purchaser understands that the
offer and sale of the Securities is intended to be exempt from registration
under the Securities Act, based, in part, upon the representations, warranties
and agreements of such Purchaser contained in this Agreement. 


          5.9 No
Resale. Each Purchaser represents that the Units being subscribed for, and
the securities underlying the subscription, are being acquired solely for the
account of such Purchaser for such Purchaser’s investment and not with a view
to, or for resale in connection with, any distribution in any jurisdiction
where such sale or distribution would be precluded. By such representation,
such Purchaser means that no other Person has a beneficial interest in the
Units or the Common Stock underlying such Units, and that no other Person has
furnished or will furnish directly or indirectly, any part of or guarantee the
payment of any part of the consideration to be paid by such Purchaser to the
Company in connection therewith. Such Purchaser does not intend to dispose of
all or any part of the Units or the Common Stock underlying such Units except
in compliance with the provisions of the Securities Act and applicable state
securities laws, and understands that the Units and the Common Stock underlying
the Units are being offered pursuant to a specific exemption under the
provisions of the Securities Act, which exemption(s) depends, among other
things, upon the compliance with the provisions of the Securities Act. 


          5.10 ERISA-based
Investment. If Purchaser is acquiring the Units through a qualified
pension, profit-sharing, stock bonus, Keogh or 401(k) plan or other pension or
retirement plan qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended (the “Code”), (such plans are referred to collectively as
“Qualified Plans”) then Purchaser represents that the Qualified Plan (i)
provides for a segregated account for the investor-beneficiary and (ii) gives
the investor-beneficiary the power to direct each plan investment to the extent
of the investor’s voluntary contributions plus the investor’s share of vested
employer contributions. In addition, Purchaser represents that (a) the
Purchaser is aware of certain federal income tax considerations applicable to
Qualified Plans and IRAs, and (b) the Purchaser has determined that an
investment in Preferred Shares is not a prohibited transaction under the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the
Code and has taken into account the requirements of prudence, diversification
and any other applicable responsibilities imputed under ERISA or elsewhere. 


          5.11 Legend.
Each Purchaser hereby acknowledges and agrees that the Company may insert the
following or similar legend on the face of the certificates evidencing the
Securities purchased by such Purchaser and the Warrant Shares issued upon the
exercise thereof, as the case may be, if required in compliance with the
Securities Act or state securities laws: 


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“These
 securities have not been registered under the Securities Act of 1933, as
 amended (the “Securities Act”), or any state securities laws and may not be
 sold or otherwise transferred or disposed of except pursuant to an effective
 registration statement under the Securities Act and any applicable state
 securities laws, or an opinion of counsel satisfactory to counsel to the
 issuer that an exemption from registration under the Securities Act and any
 applicable state securities laws is available.” 





          5.12 Broker’s
or Finder’s Commissions. No finder, broker, agent, financial person or
other intermediary has acted on behalf of any Purchaser in connection with the
sale of the Units by the Company or the consummation of this Agreement or any
of the transactions contemplated hereby. 


          Each
Purchaser certifies that each of the foregoing representations and warranties
by such Purchaser set forth in this Section 5 is true as of the date hereof and
shall survive such date. 


6. Representations and Warranties of the
Company. 


          The Company
represents and warrants to the Purchasers as follows as of the Closing, each
such representation and warranty being made subject to such disclosures as are
made pursuant to this Agreement or any schedule or exhibit delivered in
connection herewith at the Closing: 


          6.1 Organization,
Good Standing and Qualification. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Minnesota.
The Company has full corporate power and authority to own and hold its
properties and to conduct its business. The Company is duly licensed or
qualified to do business, and in good standing, in each jurisdiction in which
the nature of its business requires licensing, qualification or good standing,
except for any failure to be so licensed or qualified or in good standing that
would not have a material adverse effect on the Company or its results of
operations, assets and financial condition, taken as a whole, or on its ability
to perform its obligations under this Agreement or to issue the Units (a “Material
Adverse Effect”). 


          6.2 Capitalization.
As of the Initial Closing, the authorized capital stock of the Company will
consist of 20,000,000 shares of Common Stock, a par value of $0.001 per share.
Immediately prior to the Initial Closing, approximately 1,096,829 shares of
Common Stock will be issued and outstanding. As of the Initial Closing, all the
outstanding shares of Common Stock will have been duly authorized and validly
issued and will be fully paid and nonassessable and free of preemptive rights
created by or through the Company, and will have been issued in compliance with
all federal and state securities laws, and will not have been issued in
violation of any preemptive rights or similar rights to subscribe for or
purchase securities. Other than as described in the Company’s Offering
Memorandum dated on or about January 31, 2008 (the “Memorandum”), there are no
options, warrants or other rights, convertible debt, agreements, arrangements
or commitments of any character obligating the Company to issue or sell any
shares of capital stock of or other equity interests in the Company. The
Company is not obligated to retire, redeem, repurchase or otherwise reacquire
any of its capital stock or other securities. There are no stockholders
agreements, voting agreements or other similar agreements with respect to the
Common Stock to which the Company is a party. Except as disclosed in or
pursuant to this Agreement, the Company does not directly or indirectly own or
have any investment in any of the capital stock of, or any other proprietary
interest in, any Person. The Company has not adopted a stockholders rights
plan, poison pill or similar arrangement. 


          6.3 Corporate
Power, Authorization; Enforceability. The Company has full corporate power
and authority to execute, deliver and enter into this Agreement, the Charter
Amendment, the Escrow Agreement and the Registration Rights Agreement (collectively,
the “Transaction Documents”) and to 


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consummate the transactions contemplated hereby and thereby. Except as
contemplated by this Agreement, including the next two succeeding sentences,
all action on the part of the Company, its directors or stockholders necessary
for the authorization, execution, delivery and performance of the Transaction
Documents by the Company, the authorization, sale, issuance and delivery of the
Units contemplated hereby and the performance of the Company’s obligations
hereunder and thereunder has been taken. The Units to be purchased on the
Closing Date and the shares of Common Stock issuable upon the exercise of the
Warrants have been duly authorized and, when issued in accordance with this
Agreement, will be validly issued, fully paid and nonassessable and will be
free and clear of any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other) or preference, priority,
right or other security interest or preferential arrangement of any kind or
nature whatsoever (collectively, “Liens”) imposed by or through the
Company other than restrictions imposed by this Agreement and the Registration
Rights Agreement, as the case may be, and applicable securities laws. No
preemptive or other rights to subscribe for or purchase equity securities of
the Company exists with respect to the issuance and sale of the Units or the
shares of Common Stock issuable upon exercise of the Warrants. The Transaction
Documents have been duly executed and delivered by the Company, and constitute
the legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity relating to
enforceability (regardless of whether considered in a proceeding at law or in
equity). 


          6.4 No
Conflict; Governmental Consents. 


          (a) The
execution and delivery by the Company of the Transaction Documents and the
consummation of the transactions contemplated hereby and thereby will not (i)
result in the violation of any provision of the Articles of Incorporation or
By-laws or other organizational documents of the Company, (ii) result in any
violation of any law, statute, rule, regulation, order, writ, injunction,
judgment or decree of any court or Governmental Authority to or by which the
Company is bound, or (iii) conflict with, or result in a breach or violation
of, any of the terms or provisions of, or constitute (with due notice or lapse
of time or both) a default under, any bond, debenture, note or other evidence
of indebtedness, or any material lease, contract, indenture, mortgage, deed of
trust, loan agreement, joint venture or other agreement or instrument to which
the Company is a party or by which it or its property is bound, nor result in
the creation or imposition of any Lien upon any of the properties or assets of
the Company, except for, in the case of clauses (ii) and (iii) of this
subsection 6.4(a), any violation, conflict, breach or default which would not
reasonably be expected to have a Material Adverse Effect. 


          (b) No
material consent, approval, license, permit, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other Governmental Authority or Person, and no lapse of any
waiting period under any Requirements of Law, remains to be obtained (or
lapsed) or is otherwise required to be obtained by the Company in connection
with the authorization, execution and delivery of the Transaction Documents or
the consummation of the transactions contemplated hereby or thereby, including,
without limitation the issue and sale of the Units and the shares of Common
Stock underlying such Units, except for any registration, notice or filing with
(i) the Securities and Exchange Commission, (ii) the National Association of
Securities Dealers, Inc. (“NASD”), or (iii) state blue sky or other
securities regulatory authorities. For purposes of this Agreement, “Requirements
of Law” means, as to any Person, any law, statute, treaty, rule,
regulation, right, privilege, qualification, license or franchise or
determination of an arbitrator or a court or other government of any nation,
state, city, locality or other political subdivision thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing (each, a “Governmental Authority”), in each case
applicable or binding upon such 


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Person or any of its property or to which such Person or any of its
property is subject or pertaining to any or all of the transactions
contemplated or referred to herein. 


          6.5 Litigation.
Except as disclosed in or pursuant to this Agreement, there are no claims,
actions, suits, investigations or proceedings pending or, to the Company’s
knowledge, threatened proceedings against the Company or its assets, at law or
in equity, by or before any Governmental Authority, or by or on behalf of any
third party, except for any claim, action, suit, investigation or proceeding
which would not reasonably be expected to have a Material Adverse Effect. There
are no claims, actions, suits, investigations or proceedings pending or, to the
Company’s knowledge, threatened proceedings against the Company contesting the
right of the Company to use, sell, import, license, or make available to any
Person any of the Company’s products or services currently or previously sold,
offered, licensed or made available to any Person or used by the Company or
opposing or attempting to cancel any of the Company’s Intellectual Property (as
defined below) rights, except for any claim, action, suit, investigation or
proceeding which would not reasonably be expected to have a Material Adverse
Effect. 


          6.6 Compliance
with Laws; No Default or Violation; Contracts. Except as disclosed in or
pursuant to this Agreement, the Company is in compliance in all material
respects with all Requirements of Law and all orders issued by any court or
Governmental Authority against the Company. The Company has all material
licenses, permits and approvals of any Governmental Authority (collectively,
“Permits”) that are necessary for the conduct of the business of the Company as
currently conducted; (ii) such Permits are in full force and effect; and (iii)
no violations are or have been recorded in respect of any Permit. 


          6.7 Insurance.
The Company maintains and will continue to maintain insurance of the types and
in the amounts that the Company reasonably believes is adequate for its
business, including, but not limited to, insurance covering all real and
personal property owned or leased by the Company against theft, damage,
destruction, acts of vandalism and all other risks customarily insured against
by similarly situated companies, all of which insurance is in full force and
effect. 


          6.8 Environmental
Matters. The Company is in compliance, in all material respects, with all
applicable Environmental Laws. For purposes of the foregoing, “Environmental
Laws” means federal, state, local and foreign laws, principles of common
laws, civil laws, regulations, and codes, as well as orders, decrees, judgments
or injunctions, issued, promulgated, approved or entered thereunder relating to
pollution, protection of the environment or public health and safety. 


          6.9 Taxes.
No Tax assessment against the Company has been heretofore proposed or, to the
Company’s knowledge, threatened by any Governmental Authority for which
provision has not been made on its balance sheet. 


          No tax
audit is currently in progress and there is no unassessed deficiency proposed
or, to the Company’s knowledge, threatened against the Company. The Company has
no knowledge of any change in the rates or basis of assessment of any Tax
(other than federal or state income tax), of the Company which would reasonably
be expected to have a Material Adverse Effect. The Company has not agreed to or
is required to make any adjustments under section 481 of the Code by reason of
a change of accounting method or otherwise. None of the assets of the Company
is required to be treated as being owned by any Person, other than the Company
or any of its subsidiaries, pursuant to the “safe harbor” leasing provisions of
Section 168(f)(8) of the Code. The Company is not a “United States real
property holding corporation” (a “USRPHC”) as that term is defined in
Section 897(c)(2) of the Code and the regulations promulgated thereunder. 


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          For purposes
of this Agreement, “Code” means the Internal Revenue Code of 1986, as
amended, and “Taxes” means any federal, state, provincial, county, local,
foreign and other taxes (including, without limitation, income, profits,
windfall profits, alternative minimum, accumulated earnings, personal holding
company, capital stock, premium, estimated, excise, sales, use, occupancy,
gross receipts, franchise, ad valorem, severance, capital levy, production,
transfer, withholding, employment, unemployment compensation, payroll and
property taxes, import duties and other governmental charges and assessments),
whether or not measured in whole or in part by net income, and including
deficiencies, interest, additions to tax or interest, and penalties with
respect thereto, and including expenses associated with contesting any proposed
adjustments related to any of the foregoing. 


          6.10 Intellectual
Property. 


          (a)
“Intellectual Property” shall mean all of the following as they are necessary
in connection with the business of the Company as presently conducted and as
they exist in all jurisdictions throughout the world, in each case, to the
extent owned by or licensed to the Company: (i) patents, patent applications
and inventions, designs and improvements described and claimed therein,
patentable inventions and other patent rights (including any divisions,
continuations, continuations-in-part, reissues, reexaminations, or
interferences thereof, whether or not patents are issued on any such
applications and whether or not any such applications are modified, withdrawn,
or resubmitted) (“Patents”); (ii) trademarks, service marks, trade dress, trade
names, brand names, designs, logos, or corporate names, whether registered or
unregistered, and all registrations and applications for registration thereof
(“Trademarks”); (iii) copyrights and mask works, including all renewals and
extensions thereof, copyright registrations and applications for registration
thereof, and non-registered copyrights (“Copyrights”); (iv) trade secrets,
inventions, know-how, process technology, databases, confidential business
information, customer lists, technical data and other proprietary information
and rights (“Trade Secrets”); (v) computer software programs, including,
without limitation, all source code, object code, and documentation related
thereto (“Software”); (vi) Internet addresses, domain names, web sites, web
pages and similar rights and items (“Internet Assets”); and (vii) all licenses,
sublicenses and other agreements or permissions including the right to receive
royalties, or any other consideration related to the property described in
(i)-(vi). The Intellectual Property contains all of the intellectual property
necessary to operate the business of the Company as currently conducted. 


          (b) The
Company owns (or otherwise has the right to use the Intellectual Property
pursuant to a valid license, sublicense or other agreement), free and clear of
all Liens, and has the unrestricted right (subject to any such license terms,
if applicable) to use, sell, license, or sublicense all Intellectual Property. 


          (c) To the
Company’s knowledge, all the Company’s Intellectual Property rights are valid
and enforceable. The Company has taken reasonable actions to maintain and protect
each item of Intellectual Property owned by the Company. 


          6.11 Employee
Benefit Plans. 


          (a) Neither
the Company nor any entity which is or was under common control with the
Company within the meaning of Section 414(b), (c), (m) or (o) of the Code
maintains or contributes to, or has within the preceding six years maintained
or contributed to, or may have any liability with respect to any employee
benefit plan subject to Title IV of Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or Section 412 of the Code or any “multiple
employer plan” within the meaning of the Code or ERISA. Each employee benefit
plan, arrangement, policy, program, agreement or commitment which the Company
maintains, contributes to or may have any liability in respect to (each, a
“Plan”) has been established and administered in all material respects in
accordance with its terms, and 


- 9 -






complies in form and in operation with the applicable requirements of
ERISA, the Code and other applicable Requirements of Law. No claim with respect
to the administration or the investment of the assets of any Plan (other than
routine claims for benefits) is pending. No event has occurred in connection
with which the Company or any Plan, directly or indirectly, could be subject to
any material liability under ERISA, the Code or any other law, regulation or
governmental order applicable to any Plan, or under any agreement, instrument,
statute, rule of law or regulation pursuant to or under which the Company has
agreed to indemnify any person against liability incurred under, or for a
violation or failure to satisfy the requirement of, any such statute,
regulation or order. The Company has no material liability, whether absolute or
contingent, including any obligations under any Plan, with respect to any
misclassification of any person as an independent contractor rather than as an
employee. 


          (b) The
Company does not have any obligations to provide or any direct or indirect
liability, whether contingent or otherwise, with respect to the provision of
health or death benefits to or in respect of any former employee, except as may
be required pursuant to Section 4980B of the Code and the corresponding
provisions of ERISA and the cost of which are fully paid by such former
employees. 


          6.12 Investment
Company. The Company is not an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for an investment company,
within the meaning of the Investment Company Act of 1940, as amended. 


          6.13 Private
Offerings. Assuming the truth of each Purchaser’s representations and
acknowledgments contained in Section 5 hereof, neither the Company nor any
Person acting on its behalf (other than the Purchasers, as to whom the Company
makes no representations) has offered or sold the Units by means of any general
solicitation or general advertising within the meaning of Rule 502(c) under the
Securities Act. The Company has not sold Units to anyone other than the
Purchasers. 


          6.14 Broker’s
or Finder’s Commissions. Except as set forth in the Memorandum, no finder,
broker, agent, financial person or other intermediary has acted on behalf of
the Company in connection with the sale of the Units by the Company or the consummation
of this Agreement or any of the transactions contemplated hereby. The Company
has not had any direct or indirect contact with any other investment banking
firm (or similar firm) with respect to the offer of the Units by the Company to
the Purchasers or the Purchasers’ subscriptions for the Units. 


          6.15 Disclosure.
The Transaction Documents do not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
contained herein or therein, in the light of the circumstances under which they
were made, not misleading. The Company does not have any knowledge of any fact
that has specific application to the Company (other than general economic or
industry conditions) and that would reasonably be expected to have a Material
Adverse Effect that has not been disclosed in or pursuant to the Transaction
Documents. 


          The Company
certifies that each of the foregoing representations and warranties by the
Company set forth in this Section 6 are true as of the date hereof and shall
survive such date as contemplated in Section 7.1. 


7. Indemnification. 


          7.1 The
Company agrees to indemnify and hold harmless the Purchasers, their affiliates
and each of their respective directors, officers, general and limited partners,
principals, agents and attorneys (individually, a “Purchaser Indemnified
Party” and collectively, the “Purchaser Indemnified Parties”) from
and against any and all losses, claims, damages, Liabilities, costs (including
reasonable attorneys’ fees) and expenses (collectively, “Losses”) to
which any Purchaser Indemnified Party may become 


- 10 -






subject, insofar as such Losses arise out of or result from (i) any
breach of any representation or warranty made by the Company contained in or
made pursuant to this Agreement, or (ii) the failure of the Company to fulfill
any agreement or covenant contained in or made pursuant to this Agreement. All
of the representations and warranties of the Company made herein shall survive the
execution and delivery of this Agreement until the date that is one year after
the Closing Date, except for (a) Sections 6.1 (Organization, Good Standing and
Qualification), 6.2 (Capitalization), and 6.3 (Corporate Power, Authorization;
Enforceability), which representations and warranties shall survive
indefinitely (or if indefinite survival is not permitted by law, then for the
maximum period permitted by applicable law), (b) Section 6.9 (Taxes), which
representation and warranty shall survive until the later to occur of (i) the
lapse of the statute of limitations with respect to the assessment of any tax
to which such representation and warranty relates (including any extensions or
waivers thereof) and (ii) sixty (60) days after the final administrative or
judicial determination of the Taxes to which such representation and warranty
relates, and no claim with respect to Section 6.9 may be asserted thereafter
with the exception of claims arising out of any fact, circumstance, action or
proceeding to which the party asserting such claim shall have given notice to
the other parties to this Agreement prior to the termination of such period of
reasonable belief that a tax liability will subsequently arise therefrom, and
(c) Section 6.8 (Environmental Matters), which representation and warranty
shall survive until the lapse of the applicable statute of limitations. Except
as set forth herein, all of the covenants, agreements and obligations of the
Company shall survive the Closing indefinitely (or if indefinite survival is
not permitted by law, then for the maximum period permitted by applicable law).



          7.2 Each
Purchaser agrees, severally and not jointly, to indemnify and hold harmless the
Company, its affiliates and each of their respective directors, officers,
general and limited partners, principals, agents and attorneys (individually, a
“Company Indemnified Party” and collectively, the “Company
Indemnified Parties”) from and against any and all Losses to which any
Company Indemnified Party may become subject, insofar as such Losses arise out
of or result from (i) any breach of any representation or warranty made by such
Purchaser contained in or made pursuant to this Agreement, or (ii) the failure
of such Purchaser to fulfill any agreement or covenant contained in or made
pursuant to this Agreement. All of the representations and warranties of each
Purchaser made herein shall survive the execution and delivery of this
Agreement until the date that is two years after the Closing Date. Except as
set forth herein, all of the covenants, agreements and obligations of the
Purchasers shall survive the Closing indefinitely (or if indefinite survival is
not permitted by law, then for the maximum period permitted by applicable law).



          7.3
Promptly after receipt by a Purchaser Indemnified Party or Company Indemnified
Party (each an “Indemnified Party”)under Section 7.1 or 7.2 of notice of
any claim as to which indemnity may be sought, including, without limitation,
the commencement of any action or proceeding, the Indemnified Party will, if a
claim in respect thereof may be made against the Company or the applicable
Purchaser (as applicable, the “Indemnifying Party”) under this Section
7, promptly notify the Indemnifying Party in writing of the commencement
thereof; provided that the failure of the Indemnified Party to so notify the
Indemnifying Party will not relieve the Indemnifying Party from its obligations
under this Section 7 unless, and only to the extent that, such omission results
in the Indemnifying Party’s forfeiture of substantive rights or defenses or
being materially prejudiced by the Indemnified Party’s failure to give such
notice. In case any action or proceeding is brought against any Indemnified
Party, and it notifies the Indemnifying Party of the commencement thereof, the
Indemnifying Party shall be entitled to assume the defense thereof at its own
expense, with counsel satisfactory to such Indemnified Party in its reasonable
approval (which approval will not be withheld or delayed unreasonably);
provided, however, that any Indemnified Party may, at its own expense, retain
separate counsel to participate in such defense at its own expense. After
notice from the Indemnifying Party to the Indemnified Party of its election to
so assume the defense thereof, the Indemnifying Party will not be Liable to the
Indemnified Party under this Section 7 for any legal or any other expenses
subsequently incurred by the Indemnified Party in 


- 11 -






connection with the defense thereof (other than reasonable costs of
investigation) unless incurred at the written request of the Indemnifying
Party. Notwithstanding the above, the Indemnified Party will have the right to
employ counsel of its own choice in any action or proceeding (and be reimbursed
by the Indemnifying Party for the reasonable fees and expenses of the counsel
and other reasonable costs of the defense) if, in the written opinion of such
Indemnified Party’s counsel, representation of the Indemnified Party by the
counsel retained by the Indemnifying Party would be inappropriate due to actual
or potential differing interests or conflicts between the Indemnified Party and
any other party represented by the counsel in the action; provided, however,
that the Indemnifying Party will not in connection with any one action or
proceeding or separate but substantially similar actions or proceedings arising
out of the same general allegations, be Liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for all
Indemnified Parties, except to the extent that local counsel, in addition to
regular counsel, is required in order to effectively defend against the action
or proceeding. An Indemnifying Party will not be Liable to any Indemnified
Party for any settlement or entry of judgment concerning any action or
proceeding effected without the consent of the Indemnifying Party, which
consent shall not be unreasonably withheld. The Indemnifying Party agrees that
it will not, without the prior written consent of the Indemnified Party,
settle, compromise or consent to the entry of any judgment in any pending or
threatened claim relating to the matters contemplated hereby (if any
Indemnified Party is a party thereto or has been actually threatened to be made
a party thereto) unless such settlement, compromise or consent includes an
unconditional release of each Indemnified Party from all liability arising or
that may arise out of such claim. The rights accorded to an Indemnified Party
hereunder shall be in addition to any rights that any Indemnified Party may
have at common law, by separate agreement or otherwise; provided, however,
that notwithstanding the foregoing or anything to the contrary contained in
this Agreement, (a) nothing in this Section 7 shall restrict or limit any rights
that any Indemnified Party may have to seek equitable relief and (b) this
Section 7 shall be the sole and exclusive remedy for any breach of the
Company’s or any Purchaser’s representations and warranties contained in
Section 5 or 6 except with respect to claims arising out of fraud or willful
misconduct. 


8. Covenants. 


          8.1 Use
of Proceeds. The Company shall use the proceeds from this Offering for
product development, market expansion, regulatory affairs as referenced in the
Offering Summary. The remainder of the proceeds shall be used for working
capital and general corporate purposes. 


          8.2 Conduct
of the Company’s Business. Except as contemplated by this Agreement, during
the period from the date hereof to the Closing Date, the Company will conduct
its business and operations solely in the ordinary course of business
consistent with past practice and use reasonable commercial efforts to keep
available the services of its officers and employees and preserve its current
relationships with customers, suppliers, licensors, creditors and others having
business dealings with it. 


          8.3 Reasonable
Best Efforts. Subject to the terms and conditions of this Agreement, each
of the parties hereto will use its reasonable best efforts to take, or cause to
be taken, all actions, and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to consummate the
transactions contemplated by this Agreement at the earliest practicable date. 


9. FOR RESIDENTS OF ALL STATES


          NEITHER THE
SECURITIES OFFERED HEREBY OR THE SECURITIES INTO WHICH SUCH SECURITIES MAY BE
CONVERTED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE
SECURITIES ARE 


- 12 -






SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. 


10. No Waiver. 


          Notwithstanding
any of the representations, warranties, acknowledgments or agreements made
herein by the Purchasers, the Purchasers do not thereby or in any manner waive
any rights granted to the Purchasers under federal or state securities laws. 


11. Miscellaneous. 


          11.1 Notices.
Any notice or other communication given hereunder by any party hereto to any
other party hereto shall be in writing and delivered personally or by facsimile
transmission or sent by registered or certified mail or by any express mail or
overnight courier service, postage or fees prepaid: 


	
 

	
If to the
 Company, to: 


	
 

	
 


	
 

	
BioDrain
 Medical, Inc.

 699 Minnetonka Highlands Lane

 Orono, Minnesota 55356-9728

 Attention: Kevin Davidson

 Facsimile No.: (952) 476-2361





          If to the
Purchasers, to each Purchaser at such Purchaser’s name, address and facsimile
number set forth on the signature page to this Agreement 


          Any notice
that is delivered personally or by facsimile transmission in the manner
provided herein shall be deemed to have been duly given to the party to whom it
is directed upon actual receipt by such party or its agent. Any notice that is
addressed and mailed or sent by courier in the manner herein provided shall be
conclusively presumed to have been duly given to the party to which it is addressed
at the close of business, local time of the recipient, on the fourth business
day after the day it is so placed in the mail or, if earlier, the time of
actual receipt. 


          11.2 Successors
and Assigns. This Agreement will be binding upon and inure to the benefit
of the parties hereto and to their respective heirs, legal representatives,
successors and assigns; provided, that no party may assign this Agreement or
its rights hereunder without the prior written consent of the Company, in the
case of an assignment by any Purchaser, or the Purchasers in the case of an
assignment by the Company, such consent not to be unreasonably withheld or
delayed (however, the Company shall under no circumstances be obligated to
consent to an assignment by a Purchaser to a purchaser of Securities);
provided, further, that a Purchaser may assign this Agreement to its affiliates
without consent; provided that any transfer of Securities or shares of Common
Stock underlying such Securities must be in compliance with the Transaction
Documents and all applicable law. 


          11.3 Entire
Agreement. This Agreement sets forth the entire agreement and understanding
among the parties as to the subject matter hereof and merges and supersedes all
prior discussions, agreements and understandings of any and every nature among
them; provided, that any confidentiality agreement between the Company and any
Purchaser shall remain in effect. This Agreement may be 


- 13 -






amended only by mutual written agreement of the Company and a majority
in interest of the Purchasers, and the Company may take any action herein
prohibited or omit to take any action herein required to be performed by it,
and any breach of any covenant, agreement, warranty or representation may be
waived, only if the Company has obtained the written consent or waiver of the
Purchasers purchasing a majority of the Units offered hereby. 


          11.4 Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota with respect to contracts made and to be
fully performed therein, without regard to the conflicts of laws principles
thereof. The parties hereto hereby agree that any suit or proceeding arising
under this Agreement, or in connection with the consummation of the
transactions contemplated hereby, shall be brought solely in a federal or state
court located in the State of Minnesota. By its execution hereof, both the
Company and the Purchasers hereby consent and irrevocably submit to the in
personam jurisdiction of the federal and state courts located in the State of
Minnesota and agree that any process in any suit or proceeding commenced in
such courts under this Agreement may be served upon it personally or by
certified or registered mail, return receipt requested, or by Federal Express
or other courier service, with the same force and effect as if personally
served upon the applicable party in Minnesota and in the city or county in
which such other court is located. The parties hereto each waive any claim that
any such jurisdiction is not a convenient forum for any such suit or proceeding
and any defense of lack of in personam jurisdiction with respect thereto. 


          11.5 Severability.
The holding of any provision of this Agreement to be invalid or unenforceable
by a court of competent jurisdiction will not affect any other provision of
this Agreement, which will remain in full force and effect. If any provision of
this Agreement is declared by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced in whole or in part, the provision will
be interpreted so as to remain enforceable to the maximum extent permissible
consistent with applicable law and the remaining conditions and provisions or
portions thereof will nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no
provisions will be deemed dependent upon any other covenant or provision unless
so expressed herein. 


          11.6 No
Waiver. A waiver by either party of a breach of any provision of this
Agreement will not operate, or be construed, as a waiver of any subsequent
breach by that same party. 


          11.7 Further
Assurances. The parties agree to execute and deliver all further documents,
agreements and instruments and take further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement. 


          11.8 Counterparts.
This Agreement may be executed in two or more counterparts, each of which will
be deemed an original, but all of which will together constitute the same
instrument. 


          11.9 No
Third Party Beneficiaries. Nothing in this Agreement creates in any Person
not a party to this Agreement any legal or equitable right, remedy or claim
under this Agreement, and this Agreement is for the exclusive benefit of the
parties hereto. The parties expressly recognize that this Agreement is not
intended to create a partnership, joint venture or other similar arrangement
between any of the parties or their respective affiliates. 


          11.10 Headings.
The headings in this Agreement are solely for convenience of reference and
shall be given no effect in the construction or interpretation of this
Agreement. 


          11.11 Publicity
Restrictions. Except as may be required by applicable Requirements of Law,
none of the parties hereto shall issue a publicity release or public
announcement or otherwise make any disclosure concerning this Agreement, the
transactions contemplated hereby without prior approval by the 


- 14 -






other party hereto; provided that each Purchaser may disclose on its
worldwide web pages and its offering materials, if any, the name of the
Company, the name of the Chief Executive Officer of the Company, a brief
description of the business of the Company consistent with the Company’s press
releases or other public statements, the Company’s logo and the aggregate
amount of such Purchaser’s investment in the Company. If any announcement is
required by applicable law or the rules of any securities exchange or market on
which shares of Common Stock are traded to be made by any party hereto, prior
to making such announcement such party will deliver a draft of such
announcement to the other parties and shall give the other parties reasonable
opportunity to comment thereon. The parties agree to attribute and otherwise
indicate ownership of the other parties’ trademarks and logos. 


          11.12 Certification.
Each Purchaser certifies that such Purchaser has read this entire Agreement and
that every statement on such Purchaser’s part made and set forth herein is true
and complete. 


[Remainder of page intentionally left blank.]


- 15 -






          IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
the date his or her signature has been subscribed and sworn to below. 


	
 

	
 

	
 

	
 


	
The shares
 of Common Stock

	
 

	
 

	
 


	
and the
 common stock purchase warrants

	
 

	
 

	
 


	
are to be
 issued in:

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Print Name
 of Purchaser

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Subscription
 price paid herewith:

	
 


	
____
 individual name

	
 

	
$____________

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
____ tenants
 in the entirety

	
 

	
_____________shares of Units subscribed for (being $0.35 divided by
 the Subscription Price listed above)


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
____
 corporation (an officer must sign)

	
 

	
Print Name
 of Joint Purchaser

	
 


	
 

	
 

	
(if
 applicable)

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
____
 partnership (all general partners must sign)

	
 

	
Signature of
 Purchaser

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
____ trust

	
 

	
Signature of
 Joint Purchaser

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Address of
 Purchaser:

	
 


	
 

	
 

	
 

	
 


	
____ limited
 liability company

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
Federal Tax
 ID:_________________

	
 

	
Facsimile
 No.:______________________

	
 


	
(Social
 Security Number for individuals)

	
 

	
 

	
 


	
 

	
 

	
(with a copy
 to:)

	
 


	
 

	
 

	 

	
 


	
State of
 Residence:______________

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Facsimile
 No.:______________________

	
 





Accepted as of the ___ day of __________, 2008 as to ________________
Units at price accepted being $ _______________, being $0.35 x the number of
shares of Units as to which this Subscription is accepted:


	
 

	
 

	
 

	
 


	
BioDrain
 Medical, Inc.

	
 


	
By:

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
Name:  

	
 

	
 


	
 

	
 

	 

	
 


	
Title: 

	
 

	
 

	
 


	
 

	 

	
 





- 16 -






Exhibit A


Checks should be sent to our escrow agent, “Richardson & Patel LLP
– BioDrain Trust Account”, to: 


	
 

	
 

	
 


	
 

	
Mona
 Buchanan, Office Manager

 Richardson & Patel LLP, Escrow Agent 

 10900 Wilshire Boulevard, Suite 500

 Los Angeles, California 90024


	
 

	
 


	
In lieu of a
 check, you may also invest by sending a wire transfer to:


	
 

	
 


	
 

	
COMERICA
 BANK OF CALIFORNIA

 WESTWOOD OFFICE

 10900 WILSHIRE BLVD.

 LOS ANGELES, CALIF. 90024


	
 

	
PHONE
 NUMBER:

	
800-888-3595


	
 

	
ABA NUMBER:

	
121137522


	
 

	
ACCT.
 NUMBER:

	
1891937581


	
 

	
BENEFICIARY:

	
RICHARDSON
 & PATEL LLP


	
 

	
CLIENT TRUST ACCT.


	
 

	
 

	
 


	
 

	
RE: BIODRAIN
 TRUST ACCOUNT





- 17 -