Exhibit 4.7


 


 


THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, OR APPLICABLE STATE SECURITIES LAW. 
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE
DISPOSED OF, AND NO TRANSFER OF THE SECURITIES WILL BE MADE BY THE COMPANY OR
ITS TRANSFER AGENT, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


 


HYPERTENSION DIAGNOSTICS, INC.,


A Minnesota corporation


 


COMMON STOCK PURCHASE WARRANT


 


	
  Date of Grant:
              

  	
   

  	
  Warrant No.[A/B/C]
       

  



 


 


Hypertension Diagnostics, Inc.,
a Minnesota corporation (the “Company”),
hereby agrees that, for value received,
                           ,  or its permitted registered assigns (the “Holder”)is entitled, subject to the terms set forth below, to purchase from the
Company at any time or from time to time after the date set forth above
(subject to the provisions set forth in Section 1 hereof), and for the term set
forth in Section 1 hereof,
                  (       )
shares (the “Warrant Shares”) of
the fully paid and nonassessable shares of common stock, $0.01 par value per
share, of the Company, subject to adjustment as provided herein (the “Common Stock”) at the exercise price of
[$.17/$.22/$.30] per share, subject to adjustment as provided herein (the “Exercise Price”).  The term “Warrant”
as used herein shall be deemed to include any warrant issued upon transfer or
partial exercise of this warrant, unless the context clearly requires
otherwise.  This Warrant is being issued
pursuant to that certain Securities Purchase Agreement, of even date herewith
between the Company and Holder (the “Securities
Purchase Agreement”), and in connection with the Shareholders’
Agreement, dated as of August   , 2003, by and among the Company and
holders of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) (the “Shareholders’ Agreement”), and the Registration
Rights Agreement, dated as of August   , 2003, by and among the
Company and holders of the Series A Preferred Stock (the “Registration Rights Agreement”).


 


1.                                      Term.


 


The purchase right represented by this Warrant is exercisable, in whole
or in part, at any time and from time to time from the Date of Grant through
and including the close of business on
               ,
20     (the “Expiration
Date”); provided, however, that Holder may not exercise this Warrant
until such time as the Company’s shareholders approve an increase in the number
of authorized shares of Common Stock to one hundred and fifty million
(150,000,000) or such other number as may be sufficient to allow for the
reservation for issuance of all shares of


 


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Common Stock underlying each outstanding security convertible or
exercisable for, or exchangeable into, Common Stock (the “Proposal”).


 


2.                                      Exercise
of Warrant.


 


(a)                                  Method
of Exercise; Payment; Issuance of New Warrant.  Subject to Section 1, the purchase right represented by this
Warrant may be exercised by the Holder, in whole or in part and from time to
time, by the surrender of this Warrant (with the notice of exercise form
attached hereto as Exhibit A duly executed) at the principal office of
the Company, and, except as otherwise provided for herein, by the payment to
the Company of an amount equal to the then applicable Exercise Price multiplied
by the number of Warrant Shares then being purchased.  The person or persons in whose name(s) any certificate(s)
representing shares of Common Stock shall be issuable upon exercise of this
Warrant shall be deemed to have become the holder(s) of record of, and shall be
treated for all purposes as the record holder(s) of, the shares represented
thereby (and such shares shall be deemed to have been issued) immediately prior
to the close of business on the date or dates upon which this Warrant is
exercised if exercised prior to the close of business on such date;  otherwise, the date of record shall be the
next business day.  In the event of any
exercise of the rights represented by this Warrant, certificates for the shares
of Common Stock so purchased shall be delivered to the Holder as soon as
possible and in any event within thirty (30) days after such exercise and,
unless this Warrant has been fully exercised (including without limitation,
exercise pursuant to Section 2(b) below), a new Warrant representing the
portion of the Warrant Shares, if any, with respect to which this Warrant shall
not then have been exercised shall also be issued to the Holder as soon as
possible and in any event within such thirty (30)-day period.


 


(b)                                 Broker
Assisted Cashless Right to Convert Warrant into Common Stock.  In addition to and without limiting the rights
of the Holder under the terms of this Warrant, the Holder shall have the right
to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in
this Section 2(b) at any time or from time to time during the term of this
Warrant, by delivering to a broker the notice of exercise form attached hereto
as Exhibit A, duly executed, together with Holder’s irrevocable
instructions to the Company to deliver the Warrant Shares being exercised (the
“Converted Warrant Shares”) to the
broker against the broker’s simultaneous payment to the Company of the Exercise
Price.  Upon receipt of such
documentation, the broker shall sell for Holder’s account such number of shares
of stock necessary to satisfy the Exercise Price, including applicable tax and
withholding obligations.  When the
broker receives the cash proceeds from such sale, the broker will forward such
proceeds to the Company against simultaneous delivery by the Company of the
Converted Warrant Shares to the broker.


 


3.                                      Adjustment
of Exercise Price and Number of Shares.  The number and kind of securities purchasable upon the exercise
of this Warrant and the Exercise Price shall be subject to adjustment from time
to time upon the occurrence of certain events, as follows:


 


(a)                                  Adjustments
to Exercise Price for Dividends, Reclassifications, etc.  If the Company, at any time while this
Warrant is outstanding and unexpired, shall (A) pay a stock dividend or
otherwise make a distribution or distributions on shares of its Common Stock
payable in shares of Common Stock, (B) subdivide outstanding shares of Common
Stock into a larger number of shares, (C) combine outstanding shares of Common
Stock into a smaller


 


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number of shares, (D) issue by reclassification of shares of Common
Stock any shares of capital stock of the Company, or (E) consolidate or merge
into another entity (where the Company is not the surviving entity or where
there is a change in or distribution with respect to the Common Stock), the
Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding before such event and of
which the denominator shall be the number of shares of Common Stock outstanding
after such event.  Any adjustment made
pursuant to this Section 3(a) shall become effective immediately after the
record date for the determination of shareholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination, reclassification or
merger.


 


(b)                                 Notice
of Adjustments.  Whenever the
Exercise Price or the number of Warrant Shares purchasable hereunder shall be
adjusted pursuant to Section 3 hereof, the Company shall make a certificate
signed by its chief financial officer setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated, and the Exercise Price and the number of
Warrant Shares purchasable hereunder after giving effect to such adjustment,
which shall be mailed to the Holder.


 


(c)                                  Adjustment
if Proposal is not Approved.  In the
event that the Proposal is not approved by the Company’s shareholders on or
prior to one hundred and twenty (120) days from the date of the final closing
of the private placement which resulted in the issuance of this Warrant, then
(i) this Warrant shall no longer be exercisable for Common Stock, but shall be
exercisable instead for such number of shares of Series A Preferred Stock as is
equal to the number of Warrant Shares divided by twelve (12) (and the term
“Warrant Shares” shall be deemed to mean, for all purposes, the Series A
Preferred Stock) and (ii) the Exercise Price for the purchase of such Series A
Preferred Stock shall be multiplied by twelve (12).


 


4.                                      Fractional
Shares.  Unless the Holder
specifies otherwise, the Company shall issue fractional shares of Common Stock
(carried out to three (3) decimal places) upon exercise of this Warrant.  At the option of the Holder, the Holder may
require that the Company, instead of issuing any fractional shares of Common
Stock which would otherwise be issuable upon exercise of this Warrant, pay a
cash adjustment in respect of such fractional share in an amount equal to the
product of such fraction multiplied by the Fair Market Value (as defined in the
Company’s Certificate of Designation, Preferences and Rights of Series A
Preferred Stock) of one share of Common Stock on the date of exercise.


 


5.                                      Restrictions
on Transferability; Transfer.


 


(a)                                  Until
this Warrant is duly transferred on the books of the Company, the Company may
treat the registered holder of this Warrant as absolute owner hereof for all
purposes without being affected by any notice to the contrary.


 


(b)                                 Prior
to making any disposition of the Warrant or of any Common Stock purchased upon
exercise of the Warrant, the Holder shall give written notice to the Company
describing briefly the manner of any such proposed disposition.


 


(c)                                  The
Holder shall not make any such disposition until (i) the Company has notified
the Holder that, in the opinion of its counsel, registration under the
Securities Act of 1933, as


 


3

















 


amended (the “Act”) is not
required with respect to such disposition, or (ii) a registration statement
covering the proposed distribution has been filed by the Company and has become
effective.  Notwithstanding the
foregoing, the Holder may transfer the Warrant to holders of the Series A
Preferred Stock.


 


(d)                                 The
Company agrees that, upon receipt of written notice from the Holder with
respect to a proposed disposition, it will use its best efforts, in
consultation with the Holder’s counsel, to ascertain as promptly as possible
whether or not registration is required, and will advise the Holder promptly
with respect thereto, and the Holder will cooperate in providing the Company
with information necessary to make such determination.


 


(e)                                  Transfer
of this Warrant is subject to the terms and conditions of the Shareholders’
Agreement and the Registration Rights Agreement. No transfer shall be effective
unless the prospective transferee agrees to be bound by, and delivers to the
Company an executed counterpart to, each of the Shareholders’ Agreement and the
Registration Rights Agreement.


 


(f)                                    Each
successive holder of this Warrant, or of any portion of the rights represented
thereby, shall be bound by the terms and conditions set forth herein.


 


6.                                      Representations
and Warranties.  The Company
represents and warrants to the Holder as of the Date of Grant as follows:


 


(a)                                  This
Warrant has been duly authorized and executed by the Company and is a valid and
binding obligation of the Company enforceable in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors and the rules of law or principles at equity governing
specific performance, injunctive relief and other equitable remedies;


 


(b)                                 The
rights, preferences, privileges and restrictions granted to or imposed upon the
Common Stock and the holders thereof are as set forth in the Articles of
Incorporation of the Company, as amended to the Date of Grant (as so amended,
the “Articles”), a true and
complete copy of which has been made available to the original holder of this
Warrant;


 


(c)                                  The
execution and delivery of this Warrant are not, and, assuming approval of the
Proposal and filing with the Minnesota Secretary of State of amended Articles
reflecting such approval, the issuance of the Warrant Shares upon exercise of
this Warrant in accordance with the terms hereof will not be, inconsistent with
the Articles or by-laws of the Company, do not and will not contravene, in any
material respect, any governmental rule or regulation, judgment or order
applicable to the Company, and do not and will not conflict with or contravene
any provision of, or constitute a default under, any indenture, mortgage,
contract or other instrument of which the Company is a party or by which it is
bound or require the consent or approval of, the giving of notice to, the
registration or filing with or the taking of any action in respect of or by,
any federal, state or local government authority or agency or other person,
except for the filing of notices pursuant to federal and state securities laws,
which filings will be effected by the time required thereby; and


 


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(d)                                 There
are no actions, suits, audits, investigations or proceedings pending or, to the
knowledge of the Company, threatened against the Company in any court or before
any governmental commission, board or authority which, if adversely determined,
will have a material adverse effect on the ability of the Company to perform its
obligations under this Warrant.


 


7.                                      Notices.


 


(a)                                  All
notices under this Warrant shall be in writing and shall be delivered by first
class mail, postage prepaid.  Any notice
addressed to the Holder shall be delivered to the address designated by the
Holder in the Securities Purchase Agreement, as may be changed from time to
time upon ten (10) days written notice by the Holder, and any notice addressed
to the Company shall be delivered to its principal office.


 


(b)                                 The
Holder shall be entitled to receive a notice from the Company not less than ten
(10) days prior to the date on which (a) a record will be taken for the purpose
of determining the holders of Common Stock entitled to dividends (other than
cash dividends) or subscription rights, or (b) a record will be taken (or in
lieu thereof, the transfer books will be closed) for the purpose of determining
the holders of Common Stock entitled to notice of and to vote at a meeting of
shareholders at which any capital reorganization, reclassification of shares of
Common Stock, consolidation, merger, dissolution, liquidation, winding up or
sale of substantially all of the Company’s assets shall be considered and acted
upon.  The Holder shall also be entitled
to receive such notices as otherwise provided in this Warrant.


 


8.                                      Reservation of Common Stock.  All Warrant Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance
pursuant to the terms and conditions herein, be fully paid and nonassessable,
and free from all taxes, liens, charges, and pre-emptive rights with respect to
the issue thereof.  The Company shall
pay all transfer taxes, if any, attributable to the issuance of the Warrant
Shares upon the exercise of this Warrant. 
During the period within which this Warrant may be exercised for Common
Stock, the Company will at all times have authorized, and reserved for the
purpose of the issue upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of its Common Stock to provide for the
exercise of the rights represented by this Warrant.


 


9.                                      Modification
and Waiver.  This Warrant and
any provision hereof may be changed, waived, discharged or terminated only by
an instrument in writing signed by the party against which enforcement of the
same is sought.


 


10.                               Binding
Effect on Successors.  This
Warrant shall be binding upon any corporation succeeding the Company by merger,
consolidation or acquisition of all or substantially all of the Company’s
assets, and all of the obligations of the Company relating to the Common Stock
issuable upon the exercise or conversion of this Warrant shall survive the
exercise, conversion and termination of this Warrant and all of the covenants
and agreements of the Company shall inure to the benefit of the successors and
assigns of the Holder.  The Company
will, at the time of the exercise or conversion of this Warrant, in whole or in
part, upon request of the Holder but at the Company’s expense, acknowledge in
writing its continuing obligation to the Holder in respect of any rights to
which the Holder shall continue to be entitled after such exercise or
conversion in accordance with this Warrant; provided, that the failure of the
Holder to make any


 


5

















 


such request shall not affect the continuing obligation of the Company
to the Holder in respect of such rights.


 


11.                               Lost
Warrants or Stock Certificates. 
The Company covenants to the Holder that, upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant or any stock certificate and, in the case of any
loss, theft or destruction, upon receipt of an executed lost securities bond or
indemnity reasonably satisfactory to the Company, or in the case of any such
mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock
certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.


 


12.                               Descriptive
Headings.  The descriptive
headings of the several paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant.


 


13.                               Governing
Law.  The validity,
interpretation and performance of this Warrant shall be governed by, and
construed in accordance with, the laws of the State of Minnesota applicable to
contracts made and to be performed entirely within such state, regardless of
the law that might be applied under principles of conflicts of law.


 


14.                               Remedies.  In case any one (1) or more of the covenants
and agreements contained in this Warrant shall have been breached, the Holder
(in the case of a breach by the Company), or the Company (in the case of a
breach by the Holder), may proceed to protect and enforce their or its rights
either by suit in equity and or by action at law, including, but not limited
to, an action for damages as a result of any such breach and or an action for
specific performance of any such covenant or agreement contained in this
Warrant.


 


15.                               No
Impairment of Rights.  The
Company will not, by amendment of its Articles or through any other means,
avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder against material
impairment.


 


16.                               No
Voting Rights.  Notwithstanding
anything contained herein to the contrary, the Holder shall have no right to
vote on any matters coming before the shareholders of the Company for any
purpose whatsoever until and unless this Warrant is duly exercised.


 


 


IN WITNESS WHEREOF,
this Warrant has been duly executed by Hypertension Diagnostics, Inc. as of the
    day of         ,
2003.


 


 


	
   

  	
   

  	
  Hypertension Diagnostics, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Greg H. Guettler, President

  	
   

  
					



 


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EXHIBIT A


 


WARRANT EXERCISE FORM


 


To be signed only upon exercise of Warrant.


 


The undersigned, the holder of the attached Common Stock Purchase
Warrant (the “Warrant”), hereby
irrevocably elects to exercise the purchase right represented by this Warrant
for, and to purchase thereunder,
                  
of the shares of Common Stock of Hypertension Diagnostics, Inc. to which this
Warrant relates and herewith makes payment of
$            therefor in
cash or by certified check, and requests that such shares be issued and be
delivered to,
                         ,
the address for which is set forth below the signature of the undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Taxpayer’s I.D. Number)

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


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