HYPERTENSION DIAGNOSTICS, INC.
Public Offering of Units
_______________, 1998
▇. ▇. ▇▇▇▇▇▇▇▇ & Company
One Financial Plaza
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
This letter is being delivered to you in connection with the Underwriting
Agreement (the "UNDERWRITING AGREEMENT") between Hypertension Diagnostics, Inc.,
a Minnesota corporation (the "COMPANY") and you, as the Underwriter named in the
Underwriting Agreement, relating to an underwritten public offering of Units
("UNITS") of the Company, each Unit consisting of one share of Common Stock,
$.01 par value ("COMMON STOCK") and one Class A Warrant to purchase one share of
Common Stock (the "WARRANT").
In order to induce you to enter into the Underwriting Agreement, the
undersigned agree(s) that, without your prior express written consent, the
undersigned will not offer, sell, contract to sell, grant any option to
purchase, or otherwise dispose of, or arrange for the contingent disposition of,
any equity securities of the Company or any securities convertible into, or
exercisable or exchangeable for, equity securities of the Company (except by
gift to a donee who agrees to be bound by the terms hereof and except for the
BONA FIDE pledge of such securities to a pledgee who agrees to be bound by the
terms hereof) for a period of 180 days after the date that the Registration
Statement relating to the sale of the Units has been declared effective by the
Securities and Exchange Commission.
If, for any reason, the Underwriting Agreement shall be terminated prior to
the First Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.
Very truly yours,
-------------------------------------------
Signature of Shareholder
-------------------------------------------
Signature of Shareholder (IF MORE THAN ONE)
-------------------------------------------
(Please Print Name)