NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


HYPERTENSION
DIAGNOSTICS, INC.


 


COMMON
STOCK PURCHASE WARRANT


 


	Dated as of:  August 31, 2013	Exercise Amount: 5,224,438 shares of
	Date of Issuance: October 10, 2013	Common Stock
	Mandatory Redemption Date: **	 


Redemption Amount: As defined in the Credit Agreement


 


FOR VALUE RECEIVED, HYPERTENSION DIAGNOSTICS,
INC., a corporation incorporated under the laws of the State of Minnesota (the “Company”), hereby grants to
TCA GLOBAL CREDIT MASTER FUND, LP (the “Purchaser”), or its assigns (the Purchaser and/or any Person or Persons
to whom the Purchaser or an assignee has assigned this Common Stock Purchase Warrant (as amended, supplemented, revised, extended
and/or replaced from time to time, this “Warrant”) pursuant to Section 7 hereof is referred to as “Holder”),
the right to purchase from the Company at the Exercise Price (as defined below) 5,224,438 shares of the Common Stock (the “Warrant
Interest”).


 


This Warrant was issued pursuant to, and
is subject to, the terms of the Senior Secured Revolving Credit Facility Agreement, dated as of August 31, 2013 and effective as
of the issuance date hereof (as amended, restated, modified or supplemented from time to time, by and between the Company and the
Purchaser, the “Credit Agreement”). Capitalized terms used in this Warrant but not defined herein shall have
the meanings set forth in the Credit Agreement.


 


This Warrant is subject
to the following provisions:


 


Section 1.          Exercise
of Warrant.


 


1A.         Exercise
Period. Holder may exercise, in whole or in part, the purchase rights represented by this Warrant at any time and from time
to time after the Date of Issuance to and including the fifth (5th) anniversary of the Date of Issuance (the “Exercise
Period”), subject however to the Company’s right to repurchase this Warrant from the Holder for an amount equal
to the Redemption Amount.


 




    	 



    	 



    

 


1B.         Exercise
Procedure.


 


(i)          This
Warrant shall be deemed to have been exercised in respect of the Warrant Interest subject to such exercise when the Company has
received all of the following items (the “Exercise Time”):


 


(a)          this
Warrant;


 


(b)          a
completed Exercise Agreement, in the form substantially as set forth in Exhibit I hereto, executed by the Person exercising
all or part of the purchase rights represented by this Warrant;


 


(c)          any
of the following (1) a check payable to the Company in an amount equal to One United States Dollar (US$1.00) (the “Exercise
Price”), (2)  a written notice to the Company that Holder is exercising this Warrant (or a portion thereof) by authorizing
the Company to reduce the outstanding principal balance of any debt instrument of the Company held by Holder (including, without
limitation, any Note issued to and held by the Holder under the Credit Agreement) by an amount equal to the Exercise Price of the
Warrant Interest being purchased upon such exercise, or (3) any combination of the foregoing.


 


(ii)         If
certificated, certificates for the Warrant Interest issuable upon exercise of this Warrant shall be delivered by the Company to
Holder within five (5) Business Days after the date of the Exercise Time. Unless this Warrant has expired or one hundred percent
(100%) of the Warrant Interest issuable hereunder have been issued, the Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within
such five (5) Business Day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement.


 


(iii)        The
Warrant Interest issuable upon the exercise of this Warrant shall be deemed to have been issued to Holder at the Exercise Time,
and Holder shall be deemed for all purposes to have become the record holder of such Warrant Interest at the Exercise Time regardless
of any failure of the Company to deliver to Holder or such other Person certificates for Warrant Interest issuable upon exercise
of this Warrant.


 


(iv)        The
issuance of the Warrant Interest upon exercise of this Warrant shall be made without charge to Holder for any issuance tax in respect
thereof or other cost incurred by the Company in connection with such exercise and the related issuance of the Warrant Interest.
The Warrant Interest issuable upon exercise of this Warrant shall, upon payment of the Exercise Price therefore, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes and liens.


 


(v)         The
Company shall assist and cooperate with Holder in making any required governmental filings or obtaining any governmental approvals
prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made
by the Company).


 




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(vi)        The
Company shall take all such actions as may be necessary to assure that all such Warrant Interest may be so issued without violation
of any applicable law or governmental regulation or any requirements of any domestic securities exchange.


 


1C.         Exercise
Agreement. The Exercise Agreement shall be substantially in the form set forth in Exhibit I hereto, except that if the
Warrant Interest is not to be issued in the name of the Person in whose name this Warrant is registered, the Exercise Agreement
shall also state the name of the Person to whom the Warrant Interest is to be issued, and if the number of Warrant Interest to
be issued does not include one hundred percent (100%) of the Warrant Interest issuable hereunder, it shall also state the name
of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered. Such Exercise Agreement
shall be dated the actual date of execution thereof.


 


1D.         Effect
of Exercise. Upon exercise of this Warrant, the Company shall stamp “EXERCISED” on the face of this Warrant and
return the original Warrant to Holder, it being understood that all of Holder's and the Company's rights and obligations under
this Warrant shall survive the exercise hereof.


 


1E.         Regulatory
Problem. In the event Holder determines that it has a Regulatory Problem (as defined below), Holder shall have the right to
transfer all or any portion of its interest in the Company without regard to any restriction on transfer (other than federal and
state securities laws restrictions) set forth in this Warrant or the Credit Agreement and the Company agrees to take all such actions
as are reasonably requested by Holder in order to (i) effectuate and facilitate any transfer by Holder of all or any portion
of its interests to any person designated by Holder (subject to compliance with applicable federal and state securities laws) or
(ii) to permit Holder (or any affiliate thereof) to exchange all or any portion of the Warrant Interest then held by, or issuable
to, it for interests of a class of non-voting interests of the Company, which non-voting interests shall be identical in all respects
to the Warrant Interest, except such interests shall be non-voting and shall be convertible into voting interests on such terms
as are requested by such Holder in light of regulatory considerations then prevailing. The Company agrees to enter into such additional
agreements, adopt such amendments hereto and to the organizational documents of the Company and to take such additional actions
as are reasonably requested by Holder in order to effectuate the intent of the foregoing. For purposes hereof, a “Regulatory
Problem” means any set of facts or circumstances wherein Holder is not entitled to hold, or exercise any significant
right with respect to, the Warrant Interest or would be subject to withholding of interest on any debt instrument, additional material
regulatory or legal requirements if it holds Warrant Interest.


 


1F.         Limitations.
The Company shall not affect any exercise of this Warrant, and the Holder shall not have the right to exercise one hundred percent
(100%) of the Warrant Interest to the extent that after giving effect to Exercise Agreement submitted by the Holder, the Holder
(together with its Affiliates and any Persons acting as a group together with the Holder or any of the its Affiliates) would beneficially
own shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this
restriction, prior to delivery of the Exercise Agreement, the Holder shall have the right to request that the Company provide to
the Holder a written statement of the percentage ownership of the Company's Common Stock that would be beneficially owned by the
Holder and its Affiliates in the Company if the Holder exercised such portion of the Warrant then intended to be exercised by the
Holder. The Company shall, within two (2) Business Days of such request, provide the Holder with the requested information in a
written statement, and the Holder shall be entitled to rely on such written statement from the Company in delivering its Exercise
Agreement and ensuring that its ownership of the Company's Common Stock is not in excess of the Beneficial Ownership Limitation.
The restriction described in this Section may be waived by the Holder, in whole or in part, upon notice from the Holder to the
Company to increase such percentage.


 




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For purposes of this
Warrant, the “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The limitations
contained in this Section shall apply to a successor holder of this Warrant. For purposes of this Warrant, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
or a government or any department or agency thereof.


 


Section 2.          
Company’s Obligation and Rights to Repurchase the Warrant and Warrant Interest. The Holder shall have the right, exercisable
on or following the Mandatory Redemption Date, to cause the Company to purchase the entire amount of the Warrant held by such Holder,
or all the Warrant Interest that have been issued to such Holder upon the exercise of this Warrant at a price equal to the Redemption
Amount. Such right shall be exercisable by the Holder by delivery of written notice to the Company specifying the date on which
such repurchase shall occur. On the date of purchase, the Holder shall surrender this Warrant to the Company against payment of
the Redemption Amount by wire transfer to an account designated by the Holder.


 


Section 3.          No
Voting Rights; Limitations of Liability. This Warrant shall not entitle the holder hereof to any voting rights or other rights
as an interest holder of the Company. No provision hereof, in the absence of affirmative action by Holder to purchase Warrant Interest,
and no enumeration herein of the rights or privileges of Holder shall give rise to any liability of such holder for the Exercise
Price of Warrant Interest issuable by exercise hereof or as an interest holder of the Company.


 


Section 4.          Warrant
Transferable. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights
hereunder are transferable to any Person, in whole or in part, without charge to Holder, upon surrender of this Warrant with properly
executed evidence of assignment or transfer.


 


Section 5.          Warrant
Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by Holder at the principal
office of the Company, for new warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of
such new warrants shall represent such portion of such rights as is designated by Holder at the time of such surrender. The date
the Company initially issues this Warrant shall be deemed to be the “Date of Issuance” hereof regardless of
the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall
be issued.


 


Section 6.          Replacement.
Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of Holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant, the Company shall execute and deliver,
in lieu thereof, a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.


 




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Section 7.          Notices.
Except as otherwise provided herein, the Company waives all notices and demands in connection with the enforcement of Holder’s
rights hereunder. All notices, requests, demands and other communications provided for hereunder shall be in writing, sent by certified
or registered mail, postage prepaid, by facsimile, telegram or delivered in person, and addressed as follows:


 


	If to the Company:	2915 Waters Road, Suite 108
	 	Eagan, MN 55121
	 	Attention:  Kenneth Brimmer
	 	Facsimile: (952) 545-2795
	 	 
	With a copy to:	Maslon Edelman Borman & Brand, LLP
	(which shall not constitute notice)	3300 Wells Fargo Center
	 	90 South Seventh Street
	 	Minneapolis, MN 55402
	 	Attention: Doug Holod
	 	Facsimile: (612) 642-8313
	 	 
	If to the Holder:	TCA Global Credit Master Fund, LP
	 	1404 Rodman Street
	 	Hollywood, FL 33020
	 	Attention: Robert Press
	 	Facsimile: (786) 323-1651
	 	 
	With a copy to:	Lucosky Brookman LLP
	(which shall not constitute notice)	101 Wood Avenue South, 5th Floor
	 	Woodbridge, NJ 08830
	 	Attention: Seth A. Brookman, Esq.
	 	Facsimile: (732) 395-4401


 


or, as to each party,
at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with
the terms of this subsection. No notice to or demand on the Company in any case shall entitle the Company to any other or further
notice or demand in similar or other circumstances.


 


Section 8.          Amendment
and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived
(either generally or in a particular instance and either retroactively or prospectively), only by a written instrument or written
instruments executed by the Company and the Holder. Each amendment, modification, termination or waiver shall be effective only
in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Company or Holder in
any case shall entitle the Company or Holder to any other or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected shall be binding upon Holder and the Company.


 




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Section 9.          MANDATORY
FORUM SELECTION. TO INDUCE HOLDER TO PURCHASE THE WARRANT, THE COMPANY IRREVOCABLY AGREES THAT ANY DISPUTE ARISING UNDER, RELATING
TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS WARRANT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR INCIDENTAL
TO THIS WARRANT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION
AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA. THIS PROVISION IS INTENDED TO BE A “MANDATORY”
FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT WITH FLORIDA LAW. THE COMPANY HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING ITS SITUS IN SAID COUNTY, AND WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS. THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE COMPANY AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE
STATUTE, LAW, RULE OF COURT OR OTHERWISE.


 


Section 10.         Governing
Law. Except in the case of the Mandatory Forum Selection Clause, which clause shall be governed and interpreted in accordance
with Florida law, this WARRANT shall be delivered and accepted in and shall be deemed to be A CONTRACT made under and governed
by the internal laws of the State of Nevada, and for all purposes shall be construed in accordance with the laws of such State,
without giving effect to the choice of law provisions of such State.


 


Section 11.         Headings.
Section and subsection headings are included herein for convenience of reference only and shall not constitute a part of this Agreement
for any other purposes or be given substantive effect.


 


Section 12.         Severability.
The invalidity, illegality, or unenforceability in any jurisdiction of any provision under this Warrant shall not affect or impair
the remaining provisions in this Warrant.


 


[signature page follows]


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed and attested by its duly authorized officers and to be dated the Date of Issuance
hereof.


 


	 	HYPERTENSION DIAGNOSTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	Kenneth W. Brimmer
	 	Title:	Chief Executive Officer


 




    	 



    	 



    

 


EXHIBIT I


 


EXERCISE AGREEMENT


 


	To:	Dated:


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant hereby agrees to subscribe for the purchase of           %
of the Warrant Interest covered by such Warrant and makes payment herewith in full therefor in accordance with the terms of such
Warrant at the price per share provided by such Warrant.


 


	 	Signature	 
	 	 	 
	 	Address