Exhibit 4.1


 


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. 08-04

  	
  Golden
  Valley, Minnesota

  
	
   

  	
  September 25, 2008

  



 


FOR VALUE RECEIVED, James L. Davis, or
his successors or assigns (“Holder”), is entitled to subscribe for and
purchase from ProUroCare Medical Inc., a Nevada corporation (the “Company”),
up to One-Hundred Thousand (100,000) 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 $1.50 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 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 


 


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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.


 


2

















 


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 


 


3

















 


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, Minnesota 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:
  September 25, 2008.

  	
   

  
	
   

  	
   

  
	
   

  	
  PROUROCARE MEDICAL INC.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /s/Richard
  C. Carlson

  
	
   

  	
  Name:

  	
  Richard C. Carlson

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
				



 


4

















 


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)

  



 






 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	
  Name and Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (please typewrite or print in block letters)

  



 






 


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)