Exhibit 10.29
|
|
|
|
|
THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, 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.
WARRANT AGREEMENT
This
Warrant Agreement is made and entered as of the 1st day of
December, 2006 (the Agreement Date”) by and between BioDrain
Medical, Inc., a Minnesota corporation (“Company”) and
Wisconsin Rural Enterprise Fund, LLC (the “ Warrantee
”) in conjunction with the Stock Sale and Purchase Agreement
dated December 1, 2006 between the Company and
Warrantee.
1. Warrant Grant. The
Company hereby grants to the Warrantee a warrant (the
“Warrant”) to purchase 35,000 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 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 December 31, 2011, or
thirty (30) days following the fifth anniversary of the Agreement
Date (“the Expiration Date”).
5. Vesting of Options .
Warrantee will have the right to exercise the Warrant in whole or
in part and at any time or from time to time following the
Agreement Date.
6. Issuance of
Shares. The Company agrees that the shares purchased hereby
shall be and are deemed to be issued to the record holder hereof as
of the close of business on the date or dates on which this Warrant
is exercised and the payment made for such shares as aforesaid.
Certificates for the shares of stock so purchased shall be
delivered to the holder hereof within a reasonable time, not
exceeding ten (10) days after the rights represented by this
Warrant shall have been so exercised.
7. Covenants of
Company. The Company covenants and agrees that all shares
which may be issued upon the exercise of this Warrant will, upon
issuance, be duly authorized and issued, fully paid, nonassessable
and free from all taxes, liens and charges with respect to the
issue thereof, and without limiting the generability of the
foregoing, the Company covenants and agrees that at all times
during the period within which the rights represented by this
Warrant may be exercised, the Company will have authorized, and
reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number
of shares of its common stock to provide for the exercise of the
rights represented by this Warrant.
8. Transferability . The
rights and obligations incident to this Warrant shall be binding
upon and inure to the benefit of subsidiaries of the parties and
their successors, but such rights and obligations shall otherwise
not be subject to transfer or assignment.
8. 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
1
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.
9. Amendment, Modification and
Termination of Agreement. The Agreement may not be amended,
modified or terminated without the written consent of both
parties.
10. 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
u
