EXHIBIT 10.6
XXXX XXXXXXXXX
000 Xxx Xxx Xxxxxx
Xxxxxx, XX 00000
THE XXXXXXX X. AND XXXXXX X. XXXXXXXXX REVOCABLE TRUST
Xxxxxxx X. and Xxxxxx X. Xxxxxxxxx, Trustees
000 Xxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
XXXX XXXXXXXXX
000 Xxx Xxxxxx Xxx
Xxxxxx, XX 00000
Dated as of October 19, 2001
HYPERTENSION DIAGNOSTICS, INC.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000-0000
Ladies and Gentlemen:
This letter is being delivered to the Company in connection with the
Consulting Agreement dated July 9, 2001 (the "Consulting Agreement") between
Hypertension Diagnostics, Inc., a Minnesota corporation (the "Company") and
Redwood Consultants, LLC, a California limited liability company and relating to
the registration of 500,000 shares of the Company's Common Stock issued or
issuable pursuant to the Consulting Agreement pursuant to a proposed
Registration Statement on Form S-3 (the "Registration Statement").
In order to induce the Company to file the Registration Statement, the
undersigned agree that, without the Company's prior express written consent, the
undersigned will not offer, sell, contract to sell, grant any option to
purchase, or otherwise dispose of, or arrange for the contingent disposition of
the Lock-Up Shares, whether registered or unregistered pursuant to the
Securities Act of 1933, for the period of one (1) year from the date of the
Consulting Agreement.
"Lock-Up Shares" shall mean, of the aggregate of 200,000 shares of
Common Stock issued upon execution of the Consulting Agreement to the
undersigned, 100,000 shares of the Company's Common Stock, consisting of 35,000
shares issued to The Xxxxxxx X. and Xxxxxx X. Xxxxxxxxx Revocable Trust, UTA
03/06/2001 and 35,000 shares issued to Xxxx Xxxxxxxxx, and 30,000 shares issued
to Xxxx Xxxxxxxxx.
This Agreement is made as of the date written above.
THE XXXXXXX X. AND XXXXXX X.
XXXXXXXXX REVOCABLE TRUST,
UTA 03/06/2001
/s/ Xxxxxxx X. Xxxxxxxxx, Trustee
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Xxxxxxx X. Xxxxxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxxxxx, Trustee
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Xxxxxx X. Xxxxxxxxx, Trustee
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
