Exhibit 4.2
AMENDMENT NO. 3
TO THE
REDEEMABLE CLASS B
WARRANT AGREEMENT
This Amendment No. 3 to the Warrant Agreement is dated as of July 25,
2002 by and between Hypertension Diagnostics, Inc., a Minnesota corporation (the
"Company"), and U.S. Bank, N.A. (formerly known as Firstar Bank, N.A.), as
Warrant Agent (the "Warrant Agent").
A. The parties have entered into that certain Warrant Agreement dated
as of January 4, 2001 (the "Class B Warrant Agreement") which governs the rights
and obligations of the Company and the Warrant Agent with respect to up to
2,752,192 Redeemable Class B Warrants (each, a "Warrant").
B. The parties amended the Class B Warrant Agreement by: (a) an
Amendment No. 1 to Class B Warrant Agreement dated as of March 13, 2001 pursuant
to which Section 2.1 of the Class B Warrant Agreement was amended to reduce the
exercise price of the Warrants from $9.00 per share of Common Stock issuable
upon exercise of the Warrant to $5.85 per share of Common Stock issuable upon
exercise of the Warrant; and (b) an Amendment No. 2 to Class B Warrant Agreement
dated as of June 6, 2002 pursuant to which Section 2.1 of the Class B Warrant
Agreement was amended to reduce the exercise price of the Warrants from $5.85
per share of Common Stock issuable upon exercise of the Warrant to $2.00 per
share of Common Stock issuable upon exercise of the Warrant.
C. The Company desires under Section 2.4 of the Class B Warrant
Agreement to reduce the exercise price of the Warrants from $2.00 per share of
Common Stock issuable upon exercise of the Warrant to $1.50 per share of Common
Stock issuable upon exercise of the Warrant.
D. The parties desire to set forth their mutual understanding in this
Amendment No. 3 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
the 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., Central 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 principal office in Milwaukee, Wisconsin, 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
$1.50, 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.
3. The amendment to Section 2.1 as described in Paragraph 2 of
this Amendment No. 3 to the Class B Warrant Agreement shall take effect as of
the date hereof and continue until the expiration of the Warrant on January 23,
2006, unless this expiration date shall be extended by the Company.
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.
5. This Amendment No. 3 to the Class B Warrant Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
3 to the Class B Warrant Agreement as of the day and year first above written.
HYPERTENSION DIAGNOSTICS, INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Its: President
U.S. BANK, N.A.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Its: Vice President
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