Exhibit 10.19





 


CONSULTING
AGREEMENT


 


AGREEMENT, dated as of the 1st day
of January, 2005, by and between ANGION BIOMEDICA CORP., a Delaware corporation (the “Company”), and


 


Rina S. Kurz (the “Consultant”).


 


W
I T N E S S E T H:


 


WHEREAS, the Consultant desires to
continue to provide certain consulting and related services to the Company related to administration of the Company (acting CEO)


 


; and


 


WHEREAS, the Company desires to continue
to retain the Consultant, and the Consultant desires to be so retained by the Company, to perform the services herein, all subject
to the terms and conditions contained herein.


 


NOW, THEREFORE, in consideration
of the foregoing and the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, agree
as follows:


 


1.            Term.
 Subject to the terms and conditions herein, the term of the retention under this Agreement shall be for a period of one (1) year,
commencing as of January 1, 2005, and terminating on December 31, 2005, (the “Term”) and will automatically continue
for additional periods of one year unless either party gives the other written notice for non-renewal at least 60 days prior to
the end of any Term.


 


2.            Position,
Duties and Representations.


 


2.01.     Position.
 During the Term, the Consultant shall hold the position of Consultant to the Company.


 


2.02.    
Duties of Consultant.  During the Term, the Consultant shall provide the following
services to the Company:


 


Maintain the corporate office in Ft Lee, NJ including
maintaining of computer network & Angion’s email system.


 


Maintain all files related to grant applications,
funded grants


 


File & Tracks all IP (including tracking for license
maintenance fees).


 


Interacts with NIH agencies such as the ORI and file
reports.


 




    	 



    	 



    

 


Search for grant funding opportunities.


 


Screen all scientific data hits provided by services
such as Nerac and ReCap on a daily basis


 


Identify and transmits news and publications relevant
to Anion’s projects on a daily basis.


 


Maintain all financial information, monitors financial
performance and interacts with financial institutions including generation of wire transfers.


 


Assist in other corporate projects identified by Management
including assisting in purchasing R&D activites when necessary.


 


(a)   
..


 


2.03.     Extent
of Services.


 


(a)   
The Consultant shall devote such time to performance of his services hereunder as may be reasonably required to accomplish the
assigned tasks within the timeframes agreed upon by Consultant and Company.


 


(b)    The
services may be performed telephonically or in person, as requested by the Company. The Consultant shall use his best efforts to
attend the requested meetings or presentations.


 


3.           
Compensation.


 


3.01.      
Remuneration.  In consideration for the services to be performed by the Consultant
pursuant to this Agreement, the Company shall pay the Consultant a fee of $47.50 per hour not to exceed a total of $70,000 during
the term of the agreement.


 


3.02.      
Reimbursement.  During the Term, the Company shall reimburse the Consultant
for his travel expenses and other expenses incurred at the direction of the Company. All reimbursements shall be made in accordance
with the Company’s reimbursement policies.


 


4.           
Non-Disclosure of Confidential Information; Non-Competition.


 


4.01.      
Confidentiality.


 


(a)   
“Confidential Information” means any confidential or proprietary information, technical data, trade secrets or know-how
of the Company, including, but not limited to, research and product plans, products, services, customer lists, and customers, markets,
developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed by the Company,
either directly or indirectly, in writing, orally or otherwise, as well as any therapeutic or and other proposed uses arising from
the Company’s technologies and all non-public information regarding the Company’s actual and proposed business plans
and strategies learned by the Consultant. Confidential Information does not


 




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include information (i) which has become publicly known
and made generally available other than as a result of the Consultant’s violation of this Agreement, (ii) that is in the
possession of the Consultant prior to its receipt of such information from the Company, or (iii) is or can be independently acquired
or developed by the Consultant without violating any of his obligations under this Agreement.


 


(b)   
The Consultant will, to the extent permitted by applicable law, hold said Confidential information in strict confidence and trust
for the Company. The Consultant will not, during or subsequent to the Term of this Agreement, use the Company’s Confidential
Information for any purpose whatsoever other than for the performance of services on behalf of the Company, or disclose the Confidential
Information to any third party without the prior written consent of the Company. The Consultant further agrees to take all reasonable
precautions to protect the Confidential Information and to prevent any unauthorized disclosure of such Confidential Information.


 


(c)   
It is understood that the Confidential Information shall remain the sole property of the Company. The Consultant shall have no
rights with respect to patents or other tangible or intangible property rights developed or created from the Confidential Information,
including any components of the Confidential Information that were the result of the services of the Consultant hereunder.


 


4.02.       Return
of Documents.  The Consultant agrees that, upon the expiration of his retention with the Company for any reason,
he shall immediately deliver to the Company any and all documents and other material, including that developed
or produced by the Consultant in the performance of this Agreement (“Work Product”), and all copies thereof,
in his possession or under his control relating to any Confidential Information and all other non-public information regarding
the Company’s business, which is otherwise the property of the Company (“Proprietary Information”). The Company
shall have the right to use the Work Product for any purpose without any additional compensation to the Consultant. The Consultant
shall not make any Work Product available to any third party or use any Work Product for the benefit of himself or any third party
without the prior written consent of the Company.


 


4.03.       Remedies. 
The Consultant agrees that any breach or threatened breach by him of any provision of this Section 4 shall entitle
the Company, in addition to any other legal remedies available to it, to apply to any court of competent jurisdiction to
enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Consultant hereinabove
shall be construed as separable and divisible from every other restriction, and that the unenforceability, in whole or in part
of any restriction, will not affect the enforceability of the remaining restrictions and that one or more or all of such restrictions
may be enforced in whole or in part as the circumstances warrant. No waiver of any one breach of the restrictions contained in
this Section 4 shall be deemed a waiver of any future breach.


 


5.            Termination.
 Notwithstanding the Term in Section 1 hereof, either party may terminate this Agreement at any time effective thirty (30) days
after written notice of termination is received by the other party hereto. In addition, this Agreement shall terminate upon the
death or permanent disability of the Consultant. Notwithstanding the termination of this Agreement, Section 4 shall survive in
accordance with its respective terms.


 




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6.            Notices.
 All notices, requests, demands or other communications hereunder shall be in writing and given if delivered personally or by registered
mail or national overnight courier or by facsimile to either party at the address set forth below, or at such other address as
either party may designate in writing to the other:


 


If to the Company:


 


Bruce Rich


 


Thelen Reid & Priest


 


875 3rd
Ave


 


New York, NY 10022-6255


 





Miscellaneous.


 


6.01.     Entire
Agreement.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof
and supersedes any prior agreement between the parties. If there is any conflict between the provisions of this Agreement and those
in any other agreement, the provisions of this Agreement shall govern. No change, termination or attempted waiver of any of the
provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.


 


6.02.     Successors
and Assigns; Binding Effect.  This Agreement will be binding upon and inure to the benefit of the Company and its successors
and assigns, and the


 




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Consultant, and his heirs and administrators.
The Company may assign this Agreement to any corporation which is in a consolidated group with the Company or which acquires the
Company.


 


6.03.      Waiver
and Severability.  The waiver by either party of a breach of any terms or conditions of this Agreement shall not operate
or be construed as a waiver of any subsequent breach by such party. In the event that any one or more of the provisions of this
Agreement shall be declared to be illegal or unenforceable under any law, rule or regulation of any government having jurisdiction
over the parties hereto, such illegality or unenforceability shall not affect the validity and enforceability of the other provisions
of this Agreement.


 


6.04.      Heading;
Interpretations.  The headings and captions used in this Agreement are for convenience only and shall not be construed
in interpreting this Agreement.


 


6.05.      Governing
Law.  All matters concerning the validity and interpretation of and performance under this Agreement shall be governed
by the laws of the State of New York without regard to the conflicts of law principles thereof.


 


6.06.      Counterparts.
 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute a
single instrument.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


	 	By:  	/s/
    Rina S. Kurz
	 	 	Rina S. Kurz



 


	 	Angion Biomedica Corp	 
	 	 	 	 
	 	By	/s/ Bruce Rich	 
	 	 	Bruce Rich	 
	 	 	Assistant Secretary	 


 




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January
1st 2009 Addendum to the January 1st 2005 Consulting


Agreement
between Rina Kurz & Angion Biomedica Corp


  


 


WHEREAS,
the Consultant desires to continue to provide consulting services and related services described in the initial agreement dated
1st of January, 2005 to the Company and


 


  


WHEREAS,
the Company desires to continue to retain the Consultant, and the Consultant desires to be retained by the Company to perform
the services described in the initial consulting agreement under the same conditions contained in the initial consulting agreement.


 


 


NOW,
THEREFORE, the parties agree to increase the annual compensation cap to $98,000 instead of $70,000 (Section 3.01 of the consulting
agreement).


 


 


All
other terms and conditions remain unchanged as per the initial January
1st, 2005 consulting agreement.


 


 


 


		 		 	
	/s/ Rina Kurz	 		 	/s/ Itzhak D. Goldberg
	Rina Kurz	 		 	 Itzhak D. Goldberg, MD, FACR