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Exhibit 4.8
AMENDMENT NO. 1
TO THE
WARRANT AGREEMENT
This Amendment No. 1 to the Warrant Agreement dated as of March 13,
2001 by and between Hypertension Diagnostics, Inc., a Minnesota corporation (the
"Company"), and 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 "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 Warrant Agreement 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.
C. The parties desire to set forth their mutual understanding in this
Amendment No. 1 to the 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 Warrant Agreement.
2. Section 2.1 of the 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 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
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price of $5.85, 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.1 to the Warrant Agreement shall take effect as of March 13, 2001
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 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. 1 to the 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.
1 to the Warrant Agreement as of the day and year first above written.
HYPERTENSION DIAGNOSTICS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Its President
FIRSTAR BANK, N.A.
By: /s/ Xxxxx Xxxxxxxxx
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Its Vice President
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