Exhibit
10.1

    

     

    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._____

            	
              Eden
      Prairie, Minnesota

            
	 
      	
              September
      30, 2010

            


    

     

    FOR VALUE
RECEIVED, ________________, or his
successors or assigns ("Holder"), is entitled
to subscribe for and purchase from ProUroCare Medical Inc., a Nevada corporation
(the "Company"), up to
70,000 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 $0.75 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
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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        Exhibit
10.1

      

    

     

    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
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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        Exhibit
10.1

      

    

     

    (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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        Exhibit
10.1

      

    

     

    (b)           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., 6440 Flying Cloud Drive, Suite 101, Eden Prairie, MN 55344, or to
such other address as the Company or the Holder shall notify the other as
provided in this Section.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      Exhibit 10.1

    

     

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

    


     

    Dated:
September 30, 2010.

     

    
      
        	 	ProUroCare
      Medical Inc.:	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Richard C. Carlson	 
	 	 	Name:
      Richard C. Carlson	 
	 	 	Title:  
      Chief Executive Officer	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      Exhibit 10.1

    

     

    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)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      Exhibit 10.1

    

    


    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)