BioDrainCapitalization Table Post Merger, Post Financing* $2Million Pre-Money $150KBridge Loan at $750k Pre-Money

EX-10.49 12 v145284_ex10-49.htm Unassociated Document

BioDrain Capitalization Table Post Merger, Post Financing*

$2 Million Pre-Money

$150K Bridge Loan at $750k Pre-Money

	Fully Diluted Outstanding
	Shares at Closing
	Number		Percent
BioDrain Original Shareholders		2,400,000		18.52	%
Bridge Loan		882,353		8.81	%
Bridge Loan Warrants		882,353		8.81	%
Option Pool		824,541		8.36	%
Executive Management Group Options		600,000		4.63	%
Private Placement Investors		2,824,137		21.79	%
Private Placement Warrants*		2,824,137		21.79	%
Deal Principals		1,723,314		13.30	%
Fully diluted shares, post merger, post financing*		12,960,834		100.00	%

*all share counts and percentages subject to change if PIPE table varies from $1 2 million,

Equity incentive plan is adjusted or if Bridge amount changes from $.150M

Warrants on bridge loan strike price equal to $0.42 cents

Deal principal shares equal to 17% of fully diluted shares outstanding at closing less

private placement warrants

**Warrants issued are equivalent to 100% of Pipe raise at $0.55 strike price

Pre-Money	$	2,000,000
Pre-Money Per share		0.42

Bridge Loan Conversion		0.17
Share Conversion - $150K		882,363

Pipe Raise	$	1,200,000
Shares issued		2,824,137

Agreed, /s/ Kevin Davidson 7/18/07

Kevin Davidson, President and CEO

Longport Holdings 7/19/07

/s/ Sean Fitzpatrick

[Amendment to 7/19/07 Capitalization Table Term Sheet]

BioDrain Capitalization Table Post Merger, Post Financing*							BioDrain Capitalization Table Post Merger, Post Financing*

*$1.5 Million Pre-Money, $800k PIPE Raise*							*$1.5 Million Pre-Money, $1.2MM PIPE Raise*
*$150K Bridge Loan at $750k Pre-Money*							*$150K Bridge Loan at $750k Pre-Money*
*Adjusted for 1.25 reverse split*							*Adjusted for 1.25 reverse split*

	Fully Diluted Outstanding							Fully Diluted Outstanding
	Shares at Closing							Shares at Closing

	Number			Percent				Number			Percent

BioDrain Original Shareholders		1,920,000			18.52	%	BioDrain Original Shareholders		1,920,000			14.88	%
Bridge Loan		620,096			5.98	%	Bridge Loan		620,096			4.81	%
Bridge Loan Warrants		620,096			5.98	%	Bridge Loan Warrants		620,096			4.81	%
Option Pool		1,180,480			11.39	%	Option Pool		1,180,480			9.15	%
Private Placement Investors		2,285,715			22.05	%	Private Placement Investors		3,428,571			26.57	%
Private Placement Warrants**		2,285,715			22.05	%	Private Placement Warrants**		3,428,571			26.57	%
Deal Principals		1,454,573			14.03	%	Deal Principals		1,705,444			13.22	%

Fully diluted shares, post merger, post financing*		10,366,675			100.00	%	Fully diluted shares, post merger, post financing*		12,903,259			100.00	%

*all share counts and percentages subject to change if PIPE raise varies from $800k,							*all share counts and percentages subject to change if PIPE raise varies from $1.2million,
Equity Incentive plan is adjusted or if Bridge amount changes from $.150M							Equity Incentive plan is adjusted or if Bridge amount changes from $.150M
Warrants on bridge loan strike price equal to $0.35 cents							Warrants on bridge loan strike price equal to $0.35 cents
Deal principal shares equal to 18% of fully diluted shares outstanding at closing less							Deal principal shares equal to 18% of fully diluted shares outstanding at closing less
private placement warrants							private placement warrants
** Warrants issued are equivalent to 100% of Pipe raise at $0.46 strike price							** Warrants issued are equivalent to 100% of Pipe raise at $0.46 strike price


Pre-Money	$	1,500,000					Pre-Money	$	1,500,000
Pre-Money Per share		0.35			0.345569		Pre-Money Per share		0.35			0.345569

Bridge Loan Conversion Price		0.24					Bridge Loan Conversion Price		0.24
Share Conversion - $150K		620,096					Share Conversion - $150K		620,096

Pipe Raise	$	800,000					Pipe Raise	$	1,200,000
Shares Issued		2,285,715			2,285,714.3		Shares Issued		3,428,571			3,428,571.4

Deal Principal Shares		1,454,573					Deal Principal Shares		1,705,444
Deal Principal Share % Excluding PIPE Warrants		18.00	%				Deal Principal Share % Excluding PIPE Warrants		18.00	%

Reverse Split		1.25					Reverse Split		1.25