Exhibit 4.9


 


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


 


FORM OF WARRANT


FOR


SHARES OF
COMMON STOCK


OF


PROUROCARE
MEDICAL INC.


 


	
  Warrant No.

  	
  Plymouth, Minnesota

  
	
   

  	
  Date

  



 


FOR VALUE RECEIVED,                               ,
or its successors or assigns (“Holder”), is entitled to subscribe for
and purchase from ProUroCare Medical Inc., a Nevada corporation (the “Company”),
up to                              
fully paid and non-assessable shares of the Company’s common stock, $.00001 par
value per share (the “Common Stock”), at the price of $0.50 per share,
subject to adjustments as noted in section 3 below (the “Warrant
Exercise Price”).


 


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


 


This warrant is subject to the following provisions,
terms and conditions:


 


1.             Exercise
of Warrant.  The rights represented
by this warrant may be exercised by the Holder, in whole or in part, by written
notice of exercise delivered to the Company at least three days prior to the
intended date of exercise and by the surrender of this warrant (properly
endorsed if required) at the principal office of the Company and, except in
connection with a Cashless Exercise (as defined below), upon payment to it by
cash, certified check or bank draft of the purchase price for such shares. The
shares so purchased shall be deemed to be issued as of the close of business on
the date on which this warrant has been exercised by its surrender and, except
in connection with a Cashless Exercise, payment to the Company of the Warrant
Exercise Price.  Certificates for the
shares of stock so purchased, bearing the restrictive legend set forth in Section 5
of this warrant, shall be delivered to the Holder within 15 days after the
rights represented by this warrant shall have been so exercised, and, unless
this warrant has expired, a new warrant 


 


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representing the number of shares, if any, with respect to which this
warrant has not been exercised shall also be delivered to the Holder within
such time.  No fractional shares shall be
issued upon the exercise of this warrant.


 


At the option of the Holder, payment of the Warrant
Exercise Price may be made through a net exercise without payment of the
Warrant Exercise Price in cash by the Holder providing notice to the Company of
the Holder’s election to receive a number of shares of Common Stock in a
cashless exercise (a “Cashless Exercise”). Upon receipt of a notice of
Cashless Exercise, the Company shall deliver to the Holder (without cash
payment by the Holder of any Warrant Exercise Price) that number of shares of
Common Stock that is equal to the quotient obtained by dividing (x) the value
of the portion of the warrant being exercised on the date that the warrant shall
have been surrendered (determined by subtracting the aggregate Warrant Exercise
Price for the number of shares of Common Stock as to which the warrant is being
exercised from the aggregate Fair Market Value (as hereinafter defined) of such
number of shares of Common Stock), by (y) the Fair Market Value of one share of
Common Stock.  A notice of Cashless
Exercise shall state the number of shares of Common Stock as to which the
warrant is being exercised.  “Fair
Market Value” for purposes of this Section shall mean the average of
the Common Stock closing prices reported by the principal exchange on which the
Common Stock is traded, or the last sale prices as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System (“Nasdaq”)
National Market, SmallCap Market, or Over-the-Counter Bulletin Board (OTCBB),
as the case may be, for the ten (10) business days immediately preceding
the date that the warrant shall have been surrendered or, in the event no
public market shall exist for the Common Stock at the time of such cashless
exercise, Fair Market Value shall mean the fair market value of the Common
Stock as the same shall be determined in the good faith discretion of the
Company’s Board of Directors, after full consideration of all factors then
deemed relevant by such Board of Directors in establishing such value,
including by way of illustration and not limitation, the per share purchase
price of the most recent sale of shares of Common Stock by the Company after
the date hereof, as evidenced by the vote of a majority of the directors then
in office. Following a Cashless Exercise, the warrant shall be canceled in all
respects with regard to (a) the number of shares of Common Stock issued in
accordance with the cashless exercise plus (b) the number of shares
of Common Stock used as consideration for the Cashless Exercise.


 


2.             Certain
Covenants of the Company.  The
Company covenants and agrees that all shares that may be issued upon the
exercise of the rights represented by this warrant shall, upon issuance, be
duly authorized and issued, fully paid and non-assessable shares.  The Company further covenants and agrees that
during the period within which the rights represented by this warrant may be
exercised, the Company will at all times have authorized, and reserved for the
purpose of issue or transfer upon exercise of the subscription rights evidenced
by this warrant, a sufficient number of shares of Common Stock to provide for
the exercise of the rights represented by this warrant.


 


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


 


(a)           Stock
Dividend, Stock Split or Stock Combination. 
If the Company at any time divides the outstanding shares of its Common
Stock into a greater number of shares (whether 


 


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pursuant to a stock split, stock dividend or otherwise), and
conversely, if the outstanding shares of its Common Stock are combined into a
smaller number of shares, the Warrant Exercise Price in effect immediately
prior to such division or combination shall be proportionately adjusted to
reflect the reduction or increase in the value of each such Common Stock.


 


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


 


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


 


4.             No
rights as Shareholder.  This warrant
shall not entitle the Holder to any voting rights or other rights as a
shareholder of the Company.


 


5.             Application
of Restrictions of Transfer.


 


(a)           No
transfer of this warrant may be completed unless and until (i) the Company
has received an opinion of counsel for the Company that such securities may be
sold pursuant to an exemption from registration under the Securities Act of
1933, as amended (the “Securities Act”), or (ii) a registration
statement relating to this warrant has been filed by the Company and declared
effective by the Commission.  Subject to
the foregoing, this warrant and all rights hereunder are transferable, in whole
or in part, at the principal office of the Company by the Holder in person or
by duly authorized attorney, upon surrender of this warrant properly endorsed
to any person or entity who represents in writing that he/she/it is acquiring
the warrant for investment and without any view to the sale or other
distribution thereof.  Each Holder of
this warrant, by taking 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 with this warrant as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented by this
warrant or perform the obligations required hereby, or to the transfer hereof
on the books of the Company, any notice to the contrary notwithstanding; but
until such transfer on such books, the Company may treat the registered owner
hereof as the owner for all purposes.


 


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(b)           In
no event shall the Holder(s) sell any shares of Common Stock that are issued
upon the exercise of the rights represented by this warrant within 180 days
following the effective date of an initial public offering of the Common Stock
of the Company.


 


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


 


“THESE SHARES HAVE BEEN PURCHASED FOR INVESTMENT WITHIN THE MEANING OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND APPLICABLE STATE
SECURITIES LAWS, AND THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO
THE CORPORATION TO THE EFFECT THAT THE PROPOSED TRANSACTION WITH BE EXEMPT FROM
REGISTRATION.  IN ADDITION, IN NO EVENT MAY THE
SECURITIES REPRESENTED BY THIS CERTIFICATE BE PUBLICLY SOLD, TRANSFERRED,
ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE WITHIN 180 DAYS
FOLLOWING THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF COMMON STOCK BY
THE COMPANY.”


 


6.                                       Piggyback
Registration.


 


(a)           If,
at any time commencing from the date hereof and expiring four (4) years
thereafter, the Company proposes to register any of its securities under the
Securities Act of 1933, as amended (the “Act”) (other than in connection with a
merger or pursuant to Form S-8, S-4 or other comparable registration
statement) it will give written notice by registered mail, at least thirty (30)
days prior to the filing of each such registration statement, to the Holder and
to all other Holders of its intention to do so. 
If the Holder or other Holders notify the Company within twenty (20)
days after receipt of any such notice of its or their desire to include any
such Securities in such proposed registration statement, the Company shall
afford each of the Underwriter and such Holders the opportunity to have any
such Securities registered under such registration statement. In the event any
underwriter underwriting the sale of securities registered by such registration
statement shall limit the number of securities includable in such registration
by shareholders of the Company, the number of such securities shall be
allocated pro rata among the Holders and the holders of other securities
entitled to piggyback registration rights.


 


(b)           Notwithstanding
the provisions of this Section 6, the Company shall have the right at any
time after it shall have given written notice pursuant to this Section (irrespective
of whether a written request for inclusion of any such securities shall have
been made) to elect not to file any such proposed registration statement, or to
withdraw the same after the filing but prior to the effective date thereof.


 


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(c)           Notwithstanding
anything contained herein to the contrary, the registration rights granted to
each Holder by this Section 6 shall automatically terminate on, and be of
no further force or effect from and after, the date on which such Holder can
sell all of the Securities held by such Holder without registration pursuant to
Rule 144(k) promulgated under the Securities Act of 1933, as amended (or
similar exception from registration).


 


7.             Governing
Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of Minnesota without
regard to its conflicts-of-law provisions.


 


8.             Amendments
and Waivers.  The provisions of this
Warrant may not be amended, modified or supplemented, and waiver or consents to
departures from the provisions hereof may not be given, unless the Company
agrees in writing and has obtained the written consent of the Holder.


 


9.             Successors
and Assigns.  All the terms and
conditions of this Warrant shall be binding upon and inure to the benefit of
the permitted successors and assigns of the Company and the Holder.


 


10.           Headings
and References.  The headings of this
Warrant are for convenience only and shall not affect the interpretation of
this Warrant.  Unless the context
indicates otherwise, all references herein to Sections are references to
Sections of this Warrant.


 


11.           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 address
set forth in the Company’s records. 
Notices sent to the Company shall be mailed, hand delivered or faxed and
confirmed to ProUroCare Medical Inc., One Carlson Parkway, Suite 124, Plymouth,
Minnesota 55447, or to such other address as the Company or the Holder shall
notify the other as provided in this Section.


 


[SIGNATURE PAGE
FOLLOWS]


 


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


 


 


Dated:


 


	
   

  	
  PROUROCARE MEDICAL INC.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Maurice R. Taylor II

  
	
   

  	
  Title:

  	
  Chairman and CEO

  
					



 


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WARRANT EXERCISE
(CASH/CHECK)


 


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


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  



 


WARRANT EXERCISE
(CASHLESS)


 


(To be signed only
upon a Cashless Exercise of warrant)


 


The undersigned, the holder of the foregoing warrant,
hereby irrevocably elects to exercise the purchase right represented by such
warrant for                       of
the shares of Common Stock of ProUroCare Medical Inc. to which such warrant relates
pursuant to a Cashless Exercise, and requests that certificates for                       
shares be issued in the name of, and be delivered to                                                                   ,
whose address is set forth below the signature of the undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  



 


INSTRUCTIONS FOR
REGISTRATION OF SECURITIES


 


 


	
  Name and Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (please typewrite or
  print in block letters)

  



 


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WARRANT ASSIGNMENT


 


(To be signed only
upon transfer of warrant)


 


FOR VALUE RECEIVED,                                                                                                 hereby
sells, 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 does
hereby irrevocably constitute and appoint                                     
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  



 


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