Convertible Debenture Agreement between BioDrain Medical, Inc. and Andcor Companies, Inc.
BioDrain Medical, Inc. has issued a $10,000 convertible debenture to Andcor Companies, Inc. The note accrues interest at 10.25% per year and is due in full, with interest, by March 31, 2007. Andcor may convert the debt into BioDrain common stock at $0.90 per share or the next equity financing price, whichever is lower. Andcor also receives warrants to purchase 10,000 shares at $1.00 per share or the next equity financing price, exercisable for five years. The agreement is governed by Minnesota law.
Exhibit 10.19
CONVERTIBLE DEBENTURE
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| 699 Minnetonka Highlands Lane |
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| Orono, MN ###-###-#### |
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| $10,000.00 | September 29, 2006 |
FOR VALUE RECEIVED, the undersigned, “BioDrain Medical, Inc.,” a Minnesota company (“Maker”), hereby promises to pay to the order of Andcor Companies Inc.. (“Payee”), at the address of Payee specified below, the principal sum of Ten thousand dollars ($10,000.00), in lawful money of the United States of America, together with interest thereon, at the rate set forth below.
1. The principal of and interest upon this Note shall be due and payable as follows:
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| (a) | This Note shall bear interest at a per annum rate of interest of 10.25% based upon a year of 365 days and actual days elapsed. |
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| (b) | The entire unpaid principal balance of this Note and accrued interest hereunder shall be due and payable in full no later than “March 31, 2007” (the “Maturity Date”) |
2. Convertibility and warrant terms:
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| (a) | The debenture is convertible to BioDrain common stock at $.90 per share or the price per share at which the next equity financing is completed, whichever is lower. |
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| (b) | Maker hereby grants to Payee warrants to purchase 10,000 shares of BioDrain common stock at $1.00 per share or the price per share at which the next equity financing is completed, whichever is lower. The exercise of such warrants is on a call basis for a period of five (5) years from the date of the debenture. Exercise must be in writing. |
The undersigned may at any time prepay all or any portion of the principal or interest owing hereunder.
Maker hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this Note. Payee shall have full recourse against the undersigned, and shall not be required to proceed against the assets
of the Maker in the event of default. Maker shall pay all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses.
This Note is being delivered in, is intended to be performed in, shall be construed and interpreted in accordance with, and be governed by the internal laws of, the State of Minnesota, without regard to principles of conflict of laws.
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| BIODRAIN MEDICAL, INC. |
| ANDCOR COMPANIES, INC. | ||
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| By: |
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| By: |
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| Title: | CFO |
| Title: | CFO |
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| 539 E. Lake Street | |
