**Exhibit 4.1**

 

**THE WARRANT AND THESECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS(“BLUE SKY LAWS”).  NO TRANSFER, SALE,ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT OR THESECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT (A) PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLEBLUE SKY LAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH BOTH ANOPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BESATISFACTORY TO THE COMPANY, TO THE EFFECT THAT NO REGISTRATION IS REQUIREDBECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THESECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND ASSURANCES THAT THE TRANSFER,SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION WILL BE MADE ONLYIN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH REGISTRATION OR EXEMPTION.**

** **

**WARRANT**

**FOR**

**SHARES OF COMMON STOCK**

**OF**

**PROUROCARE MEDICAL INC.**

 
| **Warrant No. 08-04** | **Golden  Valley, Minnesota** |
|----------------------------|-------------------------------|
| ** **                 | **September 25, 2008**   |

 

FOR VALUE RECEIVED, **James L. Davis*,*** orhis successors or assigns (“Holder”), is entitled to subscribe for andpurchase from ProUroCare Medical Inc., a Nevada corporation (the “Company”),up to **One-Hundred Thousand (100,000)** fullypaid and non-assessable shares of the Company’s common stock, $0.00001 parvalue per share (the “Common Stock”), at the price of $**1.50** per share, subject to adjustments as noted in section 3below (the “Warrant Exercise Price”).

 

This warrant may be exercised by Holder at any time or from time totime on or prior to the fifth anniversary of the date hereof.

 

This warrant is subject to the following provisions, terms andconditions:

 

1.             Exerciseof Warrant.  The rights represented bythis warrant may be exercised by the Holder, in whole or in part, by writtennotice of exercise delivered to the Company at least three days prior to theintended date of exercise and by the surrender of this warrant (properlyendorsed if required) at the principal office of the Company and upon paymentto it by cash, certified check or bank draft of the purchase price for suchshares. The shares so purchased shall be deemed to be issued as of the close ofbusiness on the date on which this warrant has been exercised by its surrenderand payment to the Company of the Warrant Exercise Price.  Certificates for the shares of stock sopurchased, bearing the restrictive legend set forth in Section 5 of thiswarrant, shall be delivered to the Holder within 15 days after the rightsrepresented by this warrant shall have been so exercised, and, unless thiswarrant has expired, a new warrant representing the number of shares, if 

 

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any, with respect towhich this warrant has not been exercised shall also be delivered to the Holderwithin such time.  No fractional sharesshall be issued upon the exercise of this warrant.

 

2.             CertainCovenants of the Company.  TheCompany covenants and agrees that all shares that may be issued upon theexercise of the rights represented by this warrant shall, upon issuance, beduly authorized and issued, fully paid and non-assessable shares.  The Company further covenants and agrees thatduring the period within which the rights represented by this warrant may beexercised, the Company will at all times have authorized, and reserved for thepurpose of issue or transfer upon exercise of the subscription rights evidencedby this warrant, a sufficient number of shares of Common Stock to provide forthe exercise of the rights represented by this warrant.

 

3.             Adjustmentof Exercise Price and Number of Shares. The number of shares the Holder may purchase and the Warrant ExercisePrice shall be subject to adjustment from time to time as hereinafter providedin this section 3.

 

(a)           StockDividend, Stock Split or Stock Combination. If the Company at any time divides the outstanding shares of its CommonStock into a greater number of shares (whether pursuant to a stock split, stockdividend or otherwise), and conversely, if the outstanding shares of its CommonStock are combined into a smaller number of shares, the Warrant Exercise Pricein effect immediately prior to such division or combination shall beproportionately adjusted to reflect the reduction or increase in the value ofeach such Common Stock.

 

(b)           Effectof Reorganization, Reclassification or Merger.  If any capital reorganization or reclassificationof the capital stock of the Company, or consolidation or merger of the Companywith another corporation, or the sale of all or substantially all of its assetsto another corporation shall be effected in such a way that holders of theCommon Stock shall be entitled to receive stock, securities or assets withrespect to or in exchange for such Common Stock, then, as a condition of suchreorganization, reclassification, consolidation, merger or sale, the Holdershall have the right to purchase and receive upon the basis and upon the termsand conditions specified in this warrant and in lieu of the shares of theCommon Stock immediately theretofore purchasable and receivable upon theexercise of the rights represented hereby, such shares of stock, other securitiesor assets as would have been issued or delivered to the Holder if it hadexercised this warrant and had received such shares of Common Stock prior tosuch reorganization, reclassification, consolidation, merger or sale.

 

(c)           Noticeof Adjustment.  Upon any adjustmentof the Warrant Exercise Price, the Company shall give written notice thereof,by first class mail, postage prepaid, addressed to the registered Holder ofthis warrant at the address of such Holder as shown on the books of theCompany, which notice shall state the Warrant Exercise Price resulting fromsuch adjustment and the increase or decrease, if any, in the number of sharespurchasable at such price upon the exercise of this warrant, setting forth inreasonable detail the method of calculation and the facts upon which suchcalculation is based.

 

4.             Norights as Shareholder.  This warrantshall not entitle the Holder to any voting rights or other rights as ashareholder of the Company.

 

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5.             Applicationof Restrictions of Transfer.

 

(a)           No transfer of thiswarrant may be completed unless and until (i) the Company has received anopinion of counsel for the Company that such securities may be sold pursuant toan exemption from registration under the Securities Act of 1933, as amended(the “Securities Act”), or (ii) a registration statement relatingto this warrant has been filed by the Company and declared effective by theCommission.  Subject to the foregoing,this warrant and all rights hereunder are transferable, in whole or in part, atthe principal office of the Company by the Holder in person or by dulyauthorized attorney, upon surrender of this warrant properly endorsed to anyperson or entity who represents in writing that he/she/it is acquiring thewarrant for investment and without any view to the sale or other distributionthereof.  Each Holder of this warrant, bytaking or holding the same, consents and agrees that the bearer of this warrant,when endorsed, may be treated by the Company and all other persons dealing withthis warrant as the absolute owner hereof for any purpose and as the personentitled to exercise the rights represented by this warrant or perform theobligations required hereby, or to the transfer hereof on the books of theCompany, any notice to the contrary notwithstanding; but until such transfer onsuch books, the Company may treat the registered owner hereof as the owner forall purposes.

** **

(b)           Inno event shall the Holder(s) sell any shares of Common Stock that areissued upon the exercise of the rights represented by this warrant within 180days following the effective date of an initial public offering of the CommonStock of the Company.

(c)           Each certificate forshares issued upon the exercise of the rights represented by this warrant shallbear a legend as follows unless, in the opinion of counsel to the Company, suchlegend is not required in order to ensure compliance with the Securities Act:

** **

“**THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED, AND THESECURITIES ISSUABLE IN CONNECTION WITH THE CONVERSION OF SUCH SECURITIES WILLBE ISSUED, IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACTOF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, AND IN RELIANCE UPONTHE HOLDER’S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FORINVESTMENT AND NOT FOR RESALE.  NOTRANSFER OF THE SECURITIES OR THE SECURITIES ISSUABLE IN CONNECTION WITH THECONVERSION OF SUCH SECURTITIES MAY BE MADE ON THE BOOKS OF THE COMPANYUNLESS (i) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATESECURITIES LAWS OR (ii) UNLESS THE HOLDER SHALL HAVE PROVIDED THE COMPANYWITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECTTHAT NO SUCH REGISTRATION IS REQUIRED.**”

 

6.             GoverningLaw.  This Warrant shall be governedby and construed in accordance with the laws of the State of Minnesota withoutregard to its conflicts-of-law provisions.

 

7.             Amendmentsand Waivers.  The provisions of thisWarrant may not be amended, modified or supplemented, and waiver or consents todepartures from the provisions 

 

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hereof may not be given,unless the Company agrees in writing and has obtained the written consent ofthe Holder.

 

8.             Successorsand Assigns.  All the terms andconditions of this Warrant shall be binding upon and inure to the benefit ofthe permitted successors and assigns of the Company and the Holder.

 

9.             Headingsand References.  The headings of thisWarrant are for convenience only and shall not affect the interpretation ofthis Warrant.  Unless the contextindicates otherwise, all references herein to Sections are references toSections of this Warrant.

 

10.           Notices.  All notices or communications hereunder,except as herein otherwise specifically provided, shall be in writing.  Notices sent to the Holder shall be mailed,hand delivered or faxed and confirmed to the Holder at his, her or its addressset forth in the Company’s records. Notices sent to the Company shall be mailed, hand delivered or faxed andconfirmed to ProUroCare Medical Inc., 5500 Wayzata Blvd., Suite 310,Golden Valley, Minnesota 55416, or to such other address as the Company or theHolder shall notify the other as provided in this Section.

 

IN WITNESS WHEREOF, the Company has caused thiswarrant to be signed and delivered by its duly authorized officer.

 

 
| Dated:  September 25, 2008. |                         |
|----------------------------------|------------------------------|
|                             |                         |
|                             | **PROUROCARE MEDICAL INC.:** |
|                             |                         |
|                             |                         |
|                             | By:                          |        /s/Richard  C. Carlson |
|                             | Name:                        | Richard C. Carlson |
|                             | Title:                       | Chief Executive Officer |
|                                  |                              |  |  |

 

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WARRANTEXERCISE (CASH/CHECK)

 

(To be signed only upon exercise of warrantfor cash/check)

 

The undersigned, the holder of the foregoing warrant,hereby irrevocably elects to exercise the purchase right represented by suchwarrant for, and to purchase thereunder,                             of the shares of Common Stock of ProUroCareMedical Inc. to which such warrant relates and herewith makes payment of $                        therefor in cash or by check and requeststhat the certificates for such shares be issued in the name of, and bedelivered to                                                              ,whose address is set forth below the signature of the undersigned.

 
| Dated: |        |   |   |
|--------|-------------|--------|--------|
|   | (Signature) |

 

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INSTRUCTIONS FOR REGISTRATION OF SECURITIES

 
| Name and Address: |                                         |
|-------------------|----------------------------------------------|
|              |                                         |
|              |                                         |
|              | (please typewrite or print in block letters) |

 

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WARRANTASSIGNMENT

 

(To be signed only upon transfer of warrant)

 

FOR VALUE RECEIVED,                                                                                   herebysells, assigns and transfers unto:

 
| Name and Address: |                                         |
|-------------------|----------------------------------------------|
|              |                                         |
|              |                                         |
|              | (please typewrite or print in block letters) |

 

the right to purchase                     shares of Common Stock as represented by this warrant to the extent of                        shares of Common Stock and as to which such right is exercisable and doeshereby irrevocably constitute and appoint                                         attorney, to transfer the same on the books of the Company with full power ofsubstitution in the premises.

 
| Dated: |        |   |   |
|--------|-------------|--------|--------|
|   | (Signature) |

 

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