SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2003 • Hypertension Diagnostics Inc /Mn • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT is made as of this day of , 2003 by and among Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”) and (“Purchaser”).
CONVERSION AND VOTING AGREEMENTConversion and Voting Agreement • September 8th, 2003 • Hypertension Diagnostics Inc /Mn • Surgical & medical instruments & apparatus • New York
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”).
IRREVOCABLE PROXYHypertension Diagnostics Inc /Mn • September 8th, 2003 • Surgical & medical instruments & apparatus
WHEREAS, the undersigned is executing this Irrevocable Proxy in connection with that certain Conversion and Voting Agreement dated as of August 1, 2003 by and between Hypertension Diagnostics, Inc. (the “Company”) and the undersigned (the “Agreement”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2003 • Hypertension Diagnostics Inc /Mn • Surgical & medical instruments & apparatus • Minnesota
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2003, among Hypertension Diagnostics, Inc., a Minnesota corporation (the “Company”), and each person executing a counterpart signature page hereto (referred to herein as a “Purchaser” and collectively as the “Purchasers”).
IRREVOCABLE PROXYHypertension Diagnostics Inc /Mn • September 8th, 2003 • Surgical & medical instruments & apparatus
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
RESERVATION AGREEMENTReservation Agreement • September 8th, 2003 • Hypertension Diagnostics Inc /Mn • Surgical & medical instruments & apparatus • Minnesota
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”).
VOTING AGREEMENTVoting Agreement • September 8th, 2003 • Hypertension Diagnostics Inc /Mn • Surgical & medical instruments & apparatus • California
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. SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 8th, 2003 • Hypertension Diagnostics Inc /Mn • Surgical & medical instruments & apparatus • Minnesota
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”).
