Exhibit 10.2


RIDER TO BUSINESS LOAN AGREEMENT

AND RELATED DOCUMENTS


             This
Rider to Business Loan Agreement (“Rider”) is attached to and made a part of
that certain Business Loan Agreement dated May 6, 2014 (“Business Loan
Agreement”) between Electromed, Inc. (“Borrower”) and Venture Bank (“Lender”).
In the event of any inconsistency between this Rider and the Business Loan
Agreement or any of the Related Documents, as defined therein, the terms of
this Rider shall control. Terms used herein and not otherwise defined shall
have the meanings given such terms in the Business Loan Agreement. Accordingly,
notwithstanding any provisions of the Business Loan Agreement or any of the
Related Documents:


     1.     Borrower’s
representations and warranties with respect to Hazardous Substances are made to
the best of its knowledge, based upon reasonable investigation, and subject to
any matters disclosed in any environmental site assessments obtained by or
delivered to Lender. Lender acknowledges and agrees that the Collateral has
been used for the storage, use and generation of hazardous substances as
customary in Borrower’s business in compliance with all applicable laws and may
in the future be used for such purposes in compliance with all applicable laws.
Further, inspections, tests and assessments of the Collateral by Lender to
determine compliance with the provisions of the Business Loan Agreement and
Related Documents relating to Hazardous Substances shall be at Borrower’s
expense only if Lender has reasonable cause to believe Borrower is in violation
of such provisions.


     2.     Lender’s
request for additional information and insurance coverage shall be reasonable
for the type of business and type of property constituting the Collateral.
Borrower shall not have the obligation to have the Collateral appraised for
insurance purposes during the term of the Loan.


     3.     Borrower
shall not have the obligation to notify Lender of defaults under any agreements
other than the Business Loan Agreement or Related Documents unless such
defaults are material.


     4.     Borrower
shall not have the obligation to notify Lender of defaults under any agreements
other than the Business Loan Agreement or Related Documents unless such
defaults are material.


     5.     Borrower
shall not have the obligation to notify Lender of management changes other than
executive management changes.


     6.     Lender
shall not have the right to exercise any of the remedies provided for under the
Business Loan Agreement or Related Documents except upon the occurrence of an
Event of Default as defined therein and during the continuance of such Event of
Default.


     7.     Failure
of the Borrower to make any payment when due under the Loan shall not
constitute an Event of Default under the Business Loan Agreement or any of the
Related 


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Exhibit 10.2


Documents until five (5) days after written notice thereof is given to Borrower.


     8.     Lender
will promptly notify Borrower if it makes any expenditures or takes any action
pursuant to the paragraph labeled “LENDER’S EXPENDITURES.”


     9.     Borrower
shall have the right to incur indebtedness to other lenders and to enter into
equipment leases from third party vendors or finance companies to finance
equipment acquisitions not to exceed $100,000 per year without the consent of
Lender. 


     10.   The
filing of any involuntary bankruptcy or insolvency petition against Borrower
shall not constitute an Event of Default unless the Borrower fails to have such
filing dismissed within thirty days after such filing is made or the court
grants the petition for relief.


     11.   A
change in ownership of Borrower’s stock shall not constitute a default.


     12.   A
material adverse change in Borrower’s financial condition, or Lender believing
the prospect of payment or performance is impaired, or the Lender otherwise
believing itself insecure, shall not constitute an event of default so long as
no other event of default has occurred and is continuing.


     13.   Borrower
shall have the right to sell obsolete equipment or fixtures constituting part
of the Collateral without the consent of Lender, so long as such equipment or
fixtures are promptly replaced with items of equivalent or greater value.


     14.   Lender
shall not sell the Loan to another lender or sell participation interests in
the Loan without Borrower’s prior consent, except in the event of the sale or
transfer of substantially all the assets of Lender. 


     15.   There
are no guarantors of the Loan, and no affiliates of Borrower shall be required
to provide Collateral. 


     16.   Borrower shall have the right to prepay the Loan without
penalty or premium at any time during the final one hundred eighty (180) days
of the term of the Loan, if all or substantially all of the assets of the Borrower
are sold, if all or substantially all of the stock of the Borrower is acquired
by merger or otherwise, or if the credit facility evidenced by that certain
Promissory Note dated December 18, 2013 between Borrower and Lender in the
amount of $2,500,000 (the “LOC Note”) and the “Related Documents” as defined in
the Business Loan Agreement (Asset Based) of even date herewith between
Borrower and Lender relating to the LOC Note (the “LOC Loan Agreement”) is not
renewed by Lender upon the maturity date thereof.


     17.   The
Mortgage and Assignment of Rents shall secure only the Note, the obligations
under the Related Documents, and the LOC Note and the “Related Documents” as
defined in the LOC Loan Agreement. 


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Exhibit 10.2


     18.   Borrower
shall be obligated to notify Lender of work at the Property only if the cost
exceeds $100,000. 


     19.   Borrower
may maintain deductibles under its insurance policies up to $20,000. Borrower
shall not have the obligation to notify Lender and shall have the right to
adjust and receive insurance proceeds upon damage to the Collateral not
exceeding $50,000, so long as Borrower promptly repairs and restores such
damage. The occurrence of casualty damage or other loss which is insured (other
than a reasonable deductible) shall not constitute an Event of Default. In the
event of casualty damage to the Collateral, and provided no Event of Default is
continuing, Lender will make the insurance proceeds available for restoration
so long as Lender receives reasonable assurances that the insurance proceeds
plus additional amounts deposited by Borrower will be adequate fully to restore
the Collateral. Lender reserves the right to require an appraisal of the
as-restored value of the Collateral and to require that the insurance proceeds be
held in escrow by Lender or an acceptable title company and disbursed in
accordance with customary construction loan disbursement procedures and
conditions. 


     20.   Lender
acknowledges that the Real Property is used in Borrower’s business and Borrower
shall have no obligation to provide annual reports of net operating income from
the Real Property.


     21.   If
all or any portion of the Collateral is condemned by eminent domain
proceedings, the net proceeds to be made available to Lender shall be after
payment of all reasonable costs, expenses and attorneys’ fees incurred by both
Borrower and Lender in connection with the condemnation.


     22.   Lender
waives the obligation of Borrower to make monthly payments into reserves for
payment of insurance unless and until an Event of Default occurs. Borrower
shall have the obligation to make such payments into reserves for payment of
property taxes.


     23.   Borrower
has a corporate seal but it is not required for effective execution of the
Business Loan Agreement or any of the Related Documents.


[SIGNATURES ON FOLLOWING PAGE]


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Exhibit 10.2


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 VENTURE BANK

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Kevin
 Doyle



 	
  

 
	
  

 	
 Its:

 	
 Vice
 President



 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ELECTROMED, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Jeremy
 Brock



 	
  

 
	
  

 	
 Its:

 	
 Chief
 Financial Officer



 	
  

 


[SIGNATURE PAGE TO RIDER TO BUSINESS LOAN
AGREEMENT

AND RELATED DOCUMENTS]



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