Exhibit 10.24
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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.
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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
1
(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
direc
