Exhibit
4.20


 


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.


 


WARRANT


FOR


SHARES OF COMMON STOCK


OF


PROUROCARE MEDICAL INC.


 


	
  Warrant No. 09-02

  	
   

  	
  Golden Valley, Minnesota

  
	
   

  	
   

  	
  January 20, 2009

  



 


FOR VALUE RECEIVED, the Phillips W. Smith
Family Trust, or its successors or assigns (“Holder”), is
entitled to subscribe for and purchase from ProUroCare Medical Inc., a Nevada
corporation (the “Company”), up to 28,656 fully
paid and non-assessable shares of the Company’s common stock, $0.00001 par
value per share (the “Common Stock”), at the price of $5.00 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 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 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 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.


 


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 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.


 


(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:


 


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


 


6.             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.


 


7.             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.


 


8.             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.


 


9.             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.


 


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 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., 5500 Wayzata Blvd, Suite 310, Golden
Valley, MN 55416, or to such other address as the Company or the Holder shall
notify the other as provided in this Section.


 


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


 


 


Dated: January 20, 2009.


 


	
   

  	
  PROUROCARE
  MEDICAL INC.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard C. Carlson

  
	
   

  	
  Name:

  	
  Richard
  C. Carlson

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer