Hypertension Diagnostics Inc /Mn Sample Contracts

Hypertension Diagnostics Inc /Mn – REVOLVING CONVERTIBLE PROMISSORY NOTE (October 16th, 2013)

FOR VALUE RECEIVED, HYPERTENSION DIAGNOSTICS, INC., a corporation incorporated under the laws of the State of Minnesota, whose address is 10501 Wayzata Blvd South, Suite 102, Minnetonka, MN 55305 (the “Borrower”), promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, “Lender”), whose address is 1404 Rodman Street, Hollywood, Florida 33020, on or before the six (6) month anniversary of the Effective Date or such later date as agreed upon after the date hereof in a signed writing by the Lender (the “Revolving Loan Maturity Date”), the lesser of: (i) Five Hundred Fifty Thousand and No/100 United States Dollars (US$550,000); or (ii) the aggregate principal amount outstanding under and pursuant to that certain senior secured revolving credit facility agreement, dated as of August 31, 2013 and effective as of October 10, 2013, executed by and among the Borrower, as borrower, HDI Plastics, Inc., as guarantor, and the Lender, as lender

Hypertension Diagnostics Inc /Mn – SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE AMOUNT OF US$3,000,000 BY AND AMONG HYPERTENSION DIAGNOSTICS, INC., as Borrower, HDI PLASTICS, INC., as Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender August 31, 2013 SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (October 16th, 2013)

This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of August 31, 2013 and effective as of October 10, 2013 (the “Closing Date”), is executed by and among (i) HYPERTENSION DIAGNOSTICS, INC., a corporation incorporated under the laws of the State of Minnesota (the “Borrower”), (ii) HDI PLASTICS, INC., a corporation incorporated under the laws of the State of Texas (the “Guarantor” and together with the Borrower, the “Credit Parties”), and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”).

Hypertension Diagnostics Inc /Mn – HYPERTENSION DIAGNOSTICS, INC. COMMON STOCK PURCHASE WARRANT (October 16th, 2013)

This Warrant was issued pursuant to, and is subject to, the terms of the Senior Secured Revolving Credit Facility Agreement, dated as of August 31, 2013 and effective as of the issuance date hereof (as amended, restated, modified or supplemented from time to time, by and between the Company and the Purchaser, the “Credit Agreement”). Capitalized terms used in this Warrant but not defined herein shall have the meanings set forth in the Credit Agreement.

Hypertension Diagnostics Inc /Mn – SECURITY AGREEMENT (October 16th, 2013)

This SECURITY AGREEMENT, dated as of August 31, 2013 and effective as of October 10, 2013 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between HYPERTENSION DIAGNOSTICS, INC., a corporation incorporated under the laws of the State of Minnesota with an address at 10501 Wayzata Blvd South, Suite 102, Minnetonka, MN 55305 (the “Grantor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).

Hypertension Diagnostics Inc /Mn – GUARANTY AGREEMENT (October 16th, 2013)

THIS GUARANTY AGREEMENT is dated as of August 31, 2013 and effective as of October 10, 2013 (as amended, restated or modified from time to time, the “Guaranty”), and is made by HDI PLASTICS, INC., a corporation incorporated under the laws of the State of Texas (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Lender”).

Hypertension Diagnostics Inc /Mn – SECURITY AGREEMENT (October 16th, 2013)

This SECURITY AGREEMENT, dated as of August 31, 2013 and effective as of October 10, 2013 (as amended, restated or modified from time to time, the “Security Agreement”), is executed by and between HDI PLASTICS, INC., a corporation incorporated under the laws of the State of Texas with an address at 10501 Wayzata Blvd South, Suite 102, Minnetonka, MN 55305 (the “Grantor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Secured Party”).

Hypertension Diagnostics Inc /Mn – LEASE OF INDUSTRIAL PREMISES (February 14th, 2013)
Hypertension Diagnostics Inc /Mn – NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SA (January 3rd, 2013)
Hypertension Diagnostics Inc /Mn – SECURITIES PURCHASE AGREEMENT (January 3rd, 2013)
Hypertension Diagnostics Inc /Mn – Contract (November 14th, 2012)

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE MAKER.

Hypertension Diagnostics Inc /Mn – HYPERTENSION DIAGNOSTICS, INC. COMMON STOCK PURCHASE WARRANT EXPIRATION DATE: October 1, 2017 (November 14th, 2012)

This Warrant is one in a series of warrants substantially identical in form being issued pursuant to the Purchase Agreement as part of HDI Plastics, Inc.’s offer and sale of up to $1,000,000 in principal amount of unsecured non-convertible subordinated promissory notes (the “Offering”). Collectively, this Warrant and the other warrants issued in the Offering are referred to herein as the “Warrants.” Pursuant to the Purchase Agreement and subject to adjustment as set forth in Section 8 below, the Holder is entitled to a Warrant to purchase 2,857,143 shares of Common stock for each $100,000 of Notes purchased thereunder (or fraction thereof). All capitalized terms used but not defined herein shall have the meaning set forth in the Purchase Agreement.

Hypertension Diagnostics Inc /Mn – Lease Agreement between Flemtex Properties Corp., as Landlord and HDI Plastics, Inc., as Tenant 5330 Fleming Court Austin, Texas 78744 September 20, 2011 (September 27th, 2011)

THIS LEASE AGREEMENT (this “Lease”) made as of September 20, 2011 (the “Commencement Date”), between Flemtex Properties Corp., a Delaware corporation (“Landlord”), and HDI Plastics, Inc., a Texas corporation (“Tenant”).

Hypertension Diagnostics Inc /Mn – TRI-PARTY SALE AGREEMENT (September 27th, 2011)

THIS TRI-PARTY SALE AGREEMENT (“Agreement”) is made and entered into as of September 23, 2011, by and among HDI Plastics, Inc., a Texas corporation (the “Buyer”), and Compass Bank, an Alabama state banking corporation (the “Bank”), and Cycled Plastics, Ltd., a Texas limited partnership (“Borrower”).

Hypertension Diagnostics Inc /Mn – SUBLICENSE AGREEMENT (August 31st, 2011)

This SUBLICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of August __, 2011 (the “Effective Date”) by and between Hypertension Diagnostics, Inc., a Minnesota corporation (“HDI”) and Cohn Prevention Centers, LLC, a Minnesota limited liability company (“CPC”). All terms used but not defined herein shall have the meaning set forth in that certain asset purchase agreement entered into by and between HDI and CPC of even date herewith (the “Asset Purchase Agreement”).

Hypertension Diagnostics Inc /Mn – July 8, 2011 1716 Pinehurst Avenue RE: Retention Bonus Dear Greg: (August 31st, 2011)

As you know, Hypertension Diagnostics, Inc. (“HDI” or the “Company” as defined on page 3 of this agreement) is in the process of exploring various strategic alternatives for the Company. In order to maintain your services during this period and to assist in the successful consummation of such strategic alternatives, the board of directors has approved and the Company has agreed to provide you with a “Retention Bonus” as outlined below subject to the terms and conditions in this agreement (the “Agreement”).

Hypertension Diagnostics Inc /Mn – ASSET PURCHASE AGREEMENT (August 31st, 2011)

This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into by and between Hypertension Diagnostics, Inc., a Minnesota corporation (the “Seller”) and Cohn Prevention Centers, LLC, a Minnesota limited liability company (the “Buyer”) as of August 24, 2011 (the “Effective Date”).

Hypertension Diagnostics Inc /Mn – SUBLEASE AGREEMENT (August 31st, 2011)

THIS SUBLEASE AGREEMENT (the “Sublease Agreement” or “Sublease”), made as of the ______ day of August, 2011, by and between Hypertension Diagnostics, Inc., a Minnesota corporation, having an address at ___________________________________ (“Sublandlord”) and Cohn Prevention Centers, LLC, a Minnesota limited liability company, having an address at 6500 City West Parkway, #101, Eden Prairie, MN 55344 (“CPC” or “Subtenant”).

Hypertension Diagnostics Inc /Mn – PROMISSORY NOTE (May 9th, 2011)

For Value Received, Minot 123, LLC, a North Dakota limited liability company (the “Company”), promises to pay to the order of Hypertension Diagnostics, Inc., a Minnesota corporation (“Holder”), pursuant to the terms herein, in lawful money of the United States of America, the principal sum of One Hundred Twenty Five Thousand Dollars ($125,000), together with interest in arrears on the unpaid principal balance remaining unpaid from time to time (computed on the basis of actual days elapsed in a 360-day year) at a rate equal to Eight Percent (8%) per annum, in the manner provided below, as evidenced by this Promissory Note (the “Note”). In the event of an exercise of a Repayment Option, as provided herein, this Note shall be secured by the assets of the Company. This Note is being issued pursuant to that certain Restructuring Agreement by and between the Company and Holder of even date herewith.

Hypertension Diagnostics Inc /Mn – May 7, 2010 Mark P. O’Neill 2113 Arkwright Street Maplewood, MN 55117 Re: Separation and Release Agreement Dear Mark: (May 10th, 2010)

As we have discussed, your employment with Hypertension Diagnostics, Inc. (“HDI”) will end effective Friday, May 7, 2010. Although not required to do so, HDI will provide you separation pay to ease your transition to new employment and to provide you an incentive for an effective transition of your duties and responsibilities. The purpose of this Separation and Release Letter Agreement (“Agreement”) is to set forth the specific separation pay that HDI will provide you in exchange for your agreement to the terms and conditions of this Agreement. Although we are providing this information to you now, you may not sign this Agreement until on or after your last day of employment (May 7, 2010).

Hypertension Diagnostics Inc /Mn – HDI/PulseWave™ CR-2000 Research RECONDITIONED CardioVascular Profiling System U.S. Sale and License Agreement (September 9th, 2009)

IN CONSIDERATION of the premises and of the mutual covenants and other terms and conditions contained herein, HDI and Buyer hereby cause this Agreement to be executed as of the date first written above.

Hypertension Diagnostics Inc /Mn – HDI/PulseWave™ CR-2000 Research CardioVascular Profiling System U.S. Sale and License Agreement (September 9th, 2009)

IN CONSIDERATION of the premises and of the mutual covenants and other terms and conditions contained herein, HDI and Buyer hereby cause this Agreement to be executed as of the date first written above.

Hypertension Diagnostics Inc /Mn – DEFERRED EQUITY INCENTIVE AGREEMENT (September 28th, 2006)

THIS AGREEMENT is entered into on June 5, 2006, but is effective as of January 1, 2006 (the “Effective Date”), between HYPERTENSION DIAGNOSTICS, INC., a Minnesota corporation (“Employer”); and MARK N. SCHWARTZ, a resident of the State of California (“Executive”).

Hypertension Diagnostics Inc /Mn – HYPERTENSION DIAGNOSTICS, INC. 2003 STOCK PLAN (August 22nd, 2006)
Hypertension Diagnostics Inc /Mn – HYPERTENSION DIAGNOSTICS, INC. 2005 STOCK PLAN Adopted by the Board of Directors on November 10, 2005 (August 22nd, 2006)
Hypertension Diagnostics Inc /Mn – HYPERTENSION DIAGNOSTICS INC™ EMPLOYMENT AGREEMENT (September 29th, 2004)

THIS AGREEMENT (this “Agreement”) is entered into as of August 28, 2003 by and between Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company” ), and Mark N. Schwartz (the “Employee”).

Hypertension Diagnostics Inc /Mn – FOR IMMEDIATE RELEASE Contact: Mark N. Schwartz, CEO (May 5th, 2004)
Hypertension Diagnostics Inc /Mn – CONVERSION AND VOTING AGREEMENT (September 8th, 2003)

THIS CONVERSION AND VOTING AGREEMENT (this “Agreement”), made effective as of the 1st day of August, 2003, is between Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”), and Alpha Capital Aktiengesellschaft, Stonestreet Limited Partnership and Ellis Enterprises Ltd., being the holders (each a “Holder” and collectively, the “Holders”) of (i) the Company’s 8% Convertible Notes due March 27, 2005, (the “Notes”) and (ii) warrants (the “Warrants”) to purchase shares of the Company’s common stock, $.01 par value per share (the “Common Stock”) issued on March 27, 2002 in connection with the Company’s sale of the Notes pursuant to that certain Subscription Agreement dated March 27, 2002 between the Company and the subscribers named therein (including all exhibits, schedules and ancillary agreements relating thereto, the “Subscription Agreement”).

Hypertension Diagnostics Inc /Mn – PREFERRED STOCK PURCHASE WARRANT (September 8th, 2003)

Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”), hereby agrees that, for value received, , or its permitted registered assigns (the “Holder”)is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time after the date set forth above, and for the term set forth in Section 1 hereof, ( ) shares (the “Warrant Shares”) of the fully paid and nonassessable shares of Series A Convertible Preferred Stock, $0.01 par value per share, of the Company, subject to adjustment as provided herein (the “Series A Preferred Stock”) ,at the exercise price of [$2.04/$2.64/$3.60] per share, subject to adjustment as provided herein (the “Exercise Price”). The term “Warrant” as used herein shall be deemed to include any warrant issued upon transfer or partial exercise of this warrant, unless the context clearly requires otherwise. This Warrant is being issued pursuant to that certain Securities Purchase Agreement, of even date herewith

Hypertension Diagnostics Inc /Mn – HYPERTENSION DIAGNOSTICS, INC. SHAREHOLDERS’ AGREEMENT (September 8th, 2003)

THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of , 2003, is made by and among Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”), and the holders of shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), identified as “Series A Investors” on Schedule A attached hereto or those persons who hereafter become parties to this Agreement in accordance with Section 6 (each, an “Investor,” and collectively, the “Investors”).

Hypertension Diagnostics Inc /Mn – IRREVOCABLE PROXY (September 8th, 2003)

WHEREAS, the undersigned is executing this Irrevocable Proxy in connection with the private placement by Hypertension Diagnostics, Inc. (the “Company”) of it securities pursuant to a Confidential Private Placement Memorandum dated August 4, 2003 (the “Memorandum”).

Hypertension Diagnostics Inc /Mn – IRREVOCABLE PROXY (September 8th, 2003)

WHEREAS, the undersigned is executing this Irrevocable Proxy in connection with that certain Securities Purchase Agreement dated as of August , 2003 by and between Hypertension Diagnostics, Inc. (the “Company”) and certain investors, including the undersigned (the “Agreement”); and

Hypertension Diagnostics Inc /Mn – HYPERTENSION DIAGNOSTICS, INC. CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK (September 8th, 2003)

I, the undersigned officer of Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”), in accordance with the provisions of Section 302A.401, DO HEREBY CERTIFY:

Hypertension Diagnostics Inc /Mn – VOTING AGREEMENT (September 8th, 2003)

THIS VOTING AGREEMENT (this “Agreement”), dated as of August , 2003, is entered into by and among the holders of shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), identified as “Series A Investors” on Schedule A attached hereto, and or those persons who hereafter become parties to this Agreement in accordance with Section 3 (each, an “Investor, and collectively, the “Investors”), with respect to the Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) and common stock, par value $0.01 per share (the “Common Stock”) of Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”).

Hypertension Diagnostics Inc /Mn – COMMON STOCK PURCHASE WARRANT (September 8th, 2003)

Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”), hereby agrees that, for value received, , or its permitted registered assigns (the “Holder”)is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time after the date set forth above (subject to the provisions set forth in Section 1 hereof), and for the term set forth in Section 1 hereof, ( ) shares (the “Warrant Shares”) of the fully paid and nonassessable shares of common stock, $0.01 par value per share, of the Company, subject to adjustment as provided herein (the “Common Stock”) at the exercise price of [$.17/$.22/$.30] per share, subject to adjustment as provided herein (the “Exercise Price”). The term “Warrant” as used herein shall be deemed to include any warrant issued upon transfer or partial exercise of this warrant, unless the context clearly requires otherwise. This Warrant is being issued pursuant to that certain Securities Purchase Agreement, of e

Hypertension Diagnostics Inc /Mn – RESERVATION AGREEMENT (September 8th, 2003)

THIS AGREEMENT is made as of the 4th day of August, 2003, by and among Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”), Kenneth W. Brimmer (“Brimmer”), Charles F. Chesney (“Chesney”), Jay N. Cohn (“Cohn”), Greg H. Guettler (“Guettler”) and James S. Murphy (“Murphy”) (collectively, the “Insiders”).