Exhibit 4.3


 


VOTING AGREEMENT


 


 


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”).


 


 


RECITALS


 


 


WHEREAS, as part of the transactions
contemplated by the Securities Purchase Agreement, dated as of August
     , 2003 (the “Securities Purchase Agreement”), by
and among the Company and the Investors, the Investors are purchasing an aggregate
of 588,773 shares of Series A Preferred Stock and 9,363,297 shares of Common
Stock;


 


WHEREAS, the Investors desire to enter into
this Agreement for the purpose of governing certain aspects of the Investors’
relationships with each other; and


 


WHEREAS, it is in the best interests of the
Investors that such aspects of their relationships be so governed.


 


NOW, THEREFORE, in consideration of the
premises and the mutual agreements contained herein and intending to be legally
bound the parties hereto hereby agree as follows:


 


AGREEMENT


 


 


1.             Voting Agreement.


 


(a)           Number
of Directors.  Whenever the holders
of any class of Stock shall be entitled to Vote, each Investor shall Vote all
shares of Stock held by such Investor to cause and maintain a board of
directors (the “Board”) composed of seven (7) members. For purposes of this
Agreement, “Vote” shall mean (i) to cast a ballot, or to otherwise indicate
approval or disapproval of any matter at any meeting of holders of Stock and at
any adjournment or postponement thereof and (ii) to act by written consent in
lieu of any meeting of holders of Stock. “Stock” shall mean shares of Common
Stock, preferred stock and any other class of equity securities of the Company
and shall include any shares of Common Stock issuable upon exercise, exchange
or conversion of securities exercisable or exchangeable for or convertible into
shares of Common Stock.  Each share of
Common Stock shall count as one share of Stock, each share of preferred stock
shall count as a number of shares of Stock equal to the number of shares 


 


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of
Common Stock into which such share of preferred stock is then convertible and
each share of any other class of equity securities of the Company constituting
Stock shall count as a number of shares of Stock equal to the number of shares
of Common Stock into which such share of Stock is then convertible,
exchangeable or exercisable, as the case may be.


 


(b)           Composition
of Board.  Whenever the holders of
any class of Stock shall be entitled to Vote or will Vote shares of Stock for
the election of directors, each Investor shall Vote all shares of Stock held by such
Investor to cause and maintain the election to the Board the four (4) directors
nominated by Mark N. Schwartz (the “Series A Directors”), one (1) of whom shall
be designated by Mr. Schwartz as the Chairman of the Board of the Company.  The initial Series A Directors shall be Mark
N. Schwartz, Larry Leitner, Alan Stern and Dr. Steven Gerber.  Mr. Schwartz initially shall be Chairman of
the Board.  In addition, each Investor
shall Vote all shares of Stock held by such Investor, at the meeting of
shareholders at which the Capital Stock Proposal (as hereinafter defined) is
first presented, to cause the election of Greg H. Guettler (“Guettler”) to the
Board and shall continue to Vote such shares to cause Guettler to remain a
member of the Board for the duration of his term. Furthermore, each Investor
shall Vote all shares of Stock held by such Investor at such meeting at which
Jay N. Cohn (“Cohn”) is nominated to the Board to cause the election of Cohn to
the Board and shall continue to Vote such shares to cause Cohn to remain a
member of the Board for the duration of his term.  Each Investor shall further Vote all shares of Stock held by such
Investor to maintain the presence of Guettler, Cohn and Kenneth W. Brimmer
(“Brimmer”) on the Board through the balance existing as of the date hereof of
their respective terms.  Notwithstanding
the foregoing, the Investors’ obligation to Vote their shares of Stock in favor
of Guettler, Brimmer or Cohn as aforesaid shall terminate with respect to such
person, if such person is convicted of any felony, any violation of any federal
or state securities law, engages in intentional or grossly negligent conduct in
the performance of his duties, or breaches his fiduciary duty to the Company as
determined by seventy-five percent (75%) of the Board.


 


(c)           Removal.  Each director designated pursuant to this
Section 1 may at any time be removed, with or without cause, by the party or
parties that designated such director and shall be replaced by some other
person designated by such party or parties. 
Additionally, in the event a director resigns or otherwise vacates his
or her seat on the Board, the party which designated such director may
designate a new person to fill such vacancy.


 


(d)           Replacement.  If any incumbent director dies, becomes
incapacitated from serving on the Board, or retires, resigns or is removed from
the Board, each of the parties hereto agrees to vote his, her or its Stock and
to take all necessary corporate and other action within his, her or its control
to ensure that as soon as reasonably practical and, if necessary to give effect
to this Section 1, prior to the next regularly scheduled meeting date of the
Company’s shareholders, the number of members of the Board which the Investors
have designated at all times corresponds to this Section 1.  Such corporate and other action may include,
without limitation, either the removal of one (1) or more incumbent directors
or the election of one or more additional directors.


 


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(e)           Increase
in Authorized Capital Stock. 
Whenever the holders of any class of Stock shall be entitled to Vote or
will Vote shares of Stock for the amendment to the Company’s Articles of
Incorporation to increase the number of shares of common stock authorized to at
least 150,000,000  or such other number
as may be sufficient to allow for the reservation for issuance of all shares of
Common Stock underlying each outstanding security convertible or exercisable
for, or exchangeable into, Common Stock (the “Capital Stock Proposal”), each
Investor shall Vote all shares of Stock held by such Investor for the approval
of the Capital Stock Proposal.


 


2.             Termination. 
Notwithstanding anything herein to the contrary, this Agreement shall
terminate upon the earlier of (i) the date the Investors no longer own any
shares of Stock, or (ii) forty-eight (48) months from the date hereof.


 


3.             Transfers of Stock, Legends.  No Investor shall sell, convey, dispose,
transfer or encumber any shares of Series A Preferred Stock or Common Stock
unless the transferees thereof agree in writing to be bound by the terms of
this Agreement.  Any attempted transfer in
violation of this Section 3 shall be void ab
initio, and shall be of no force or effect.  All certificates representing any shares of
Common Stock and Series A Preferred Stock subject to the provisions of this
Agreement shall have endorsed thereon a legend to substantially the following
effect:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO, AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH, AN AGREEMENT
DATED AS OF AUGUST     , 2003 AMONG THE HOLDER OF THESE
SECURITIES AND CERTAIN OTHER HOLDERS OF THE COMPANY’S STOCK, WHICH INCLUDES
RESTRICTIONS ON THE VOTING THEREOF, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY.”


 


 


4.             Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns.


 


5.             Governing Law. This Agreement shall be governed
by the laws of the State of California, without reference to conflict of laws
principles.


 


6.             Notices. All notices, demands or other communications
given hereunder shall be in writing and shall be deemed to have been delivered
as of actual personal delivery or as of the third business day (excluding
Saturdays) after mailing by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows (until otherwise
changed pursuant to this Section 6):


 


If to the
Investors, to:


 


See the Exhibits attached
hereto for individual information pertaining to each Investor.


 


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with copies
to:


 


Liner
Yankelevitz Sunshine & Regenstreif


1100 Glendon
Avenue


14th
Floor


Los Angeles,
California  90024


Attn: Joshua
Grode, Esq.


 


7.             Ownership. 
Each of the Investors represents and warrants that (a) such
Investor now owns the shares of Stock, as set forth on Schedule B, free and
clear of liens or encumbrances, and has not, prior to or on the date of this
Agreement, executed or delivered any proxy or entered into any other voting
agreement or similar arrangement other than one which has expired or terminated
prior to the date hereof, and (b) such Investor has full power and
capacity to execute, deliver and perform this Agreement, which has been duly
executed and delivered by, and evidences the valid and binding obligation of,
such Investor enforceable in accordance with its terms.


 


8.             Further Action.  If and whenever any of the shares of Stock
held by Investors are sold, the selling Investor or the personal representative
of such Investor shall do all things and execute and deliver all documents and
make all transfers, and cause any transferee of such Investor’s Stock to do all
things and execute and deliver all documents, as may be necessary to consummate
such sale consistent with this Agreement.


 


9.             Severability.  In the event that one or more of the
provisions of this Agreement should, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


10.           Successors.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, successors,
assigns, administrators, executors and other legal representatives.


 


11.           Additional Shares.  In the event that subsequent to the date of
this Agreement any shares or other securities are issued on, or in exchange
for, any of the Investor’s Stock by reason of any stock dividend, stock split,
combination of shares, reclassification or the like, such shares or securities
shall be deemed to be governed by this Agreement.


 


12.           Counterparts.  This Agreement may be executed in one or
more counterparts, each of which will be deemed an original but all of which
together shall constitute one and the same agreement.


 


13.           Waiver.  No waivers of any breach of this Agreement
extended by any party hereto to any other party shall be construed as a waiver
of any rights or remedies of any other party hereto or with respect to any
subsequent breach.


 


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14.           Specific Performance.  It is agreed and understood that monetary
damages would not adequately compensate an injured party for the breach of this
Agreement by any other party, that this Agreement shall be specifically
enforceable, and that any breach or threatened breach of this Agreement shall
be the proper subject of a temporary or permanent injunction or restraining
order.  Further, each party hereto
waives any claim or defense that there is an adequate remedy at law for such
breach or threatened breach.


 


15.           Attorney’s Fees.  In the event that any suit or action is
instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.


 


16.           Entire Agreement.  This Agreement constitutes the full and
entire understanding and agreement between the parties regarding the matters set
forth herein, and supersedes any and all other written or oral agreements
existing between the parties hereto, which agreements are expressly canceled.


 


 


IN WITNESS WHEREOF, and
intending to be bound thereby, the parties hereto have executed this Agreement
as of the date first written above.


 


 


 


	
   

  	
  INVESTORS:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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Schedule A


 


Investors


 


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Schedule B


 


Stock


 


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