Exhibit 4.2
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED
REDEEMABLE CLASS B
WARRANT AGREEMENT
This Amendment No. 1 to the Amended and Restated Warrant Agreement is
dated as of October 17, 2002 by and between Hypertension Diagnostics, Inc., a
Minnesota corporation (the "Company"), and Mellon Investor Services LLC, as
Warrant Agent (the "Warrant Agent").
A. The parties have entered into that certain Amended and Restated
Warrant Agreement dated as of September 11, 2002 (the "Class B Warrant
Agreement") which governs the rights and obligations of the Company and Warrant
Agent with respect to up to 2,752,192 Redeemable Class B Warrants (each, a
"Warrant").
B. The Company desires under Section 2.4 of the Class B Warrant
Agreement to reduce the exercise price of the Warrants from $1.50 per share of
Common Stock issuable upon exercise of the Warrant to $1.00 per share of Common
Stock issuable upon exercise of the Warrant.
C. The parties desire to set forth their mutual understanding in this
Amendment No. 1 to the Class B Warrant Agreement.
NOW, THEREFORE, in connection with and in consideration of the premises
and the mutual agreements and covenants hereinafter set forth, the Company and
Warrant Agent hereby agree as follows:
1. Capitalized terms used but not otherwise defined herein shall have
the same meanings as in the Class B Warrant Agreement.
2. Section 2.1 of the Class B Warrant Agreement is hereby amended to
read in its entirety as follows:
Section 2.1 Exercise. Any or all of the Warrants represented by each
Warrant Certificate may be exercised by the holder thereof on or before
5:00 p.m., Minneapolis time, on January 23, 2006, unless extended by
the Company, by surrender of the Warrant Certificate with the Purchase
Form, which is printed on the reverse thereof (or a reasonable
facsimile thereof) duly executed by such holder, to the Warrant Agent
at its office designated for such purpose, accompanied by payment, in
cash or by certified or official bank check payable to the order of the
Company, in an amount equal to the product of the number of shares of
Common Stock issuable upon exercise of the Warrant represented by such
Warrant Certificate, as adjusted pursuant to the provisions of Article
III hereof, multiplied by the exercise price of $1.00, as adjusted
pursuant to the
provisions of Article III hereof (such price as so adjusted from time
to time being herein called the "Exercise Price"), and such holder
shall be entitled to receive such number of fully paid and
nonassessable shares of Common Stock, as so adjusted, at the time of
such exercise. The Warrant Agent shall have no duty (i) to determine or
calculate the Exercise Price or (ii) confirm or verify the accuracy or
correctness of the Exercise Price; the Warrant Agent's sole duty under
this paragraph being the acceptance of the certificates evidencing the
Warrants and taking possession for the benefit of the Company of the
Exercise Price delivered to it by a Warrant holder.
3. The amendment to Section 2.1 as described in Paragraph 2 of this
Amendment No. 1 shall take effect as of the day and year first above written.
4. All other terms of the Class B Warrant Agreement shall remain in
full force and effect until such time as they may be amended in writing by the
parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to the Amended and Restated Class B Warrant Agreement as of the day and year
first above written.
HYPERTENSION DIAGNOSTICS, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Its President
MELLON INVESTOR SERVICES LLC
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Its Vice President
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