**Exhibit10.45**

 

FORM OFCONVERTIBLE PROMISSORY NOTE

 

THIS NOTE AND THESECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLESTATE SECURITIES LAWS.  THIS NOTE AND THESECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FORSALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCHREGISTRATION OR AN OPINION OF COUNSELSATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

**CONVERTIBLE PROMISSORYNOTE**

 
| $               | Promissory Note  No.                                                                                                                              |
|---------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                  | [                          ,  2007] |

 

FOR VALUE RECEIVED, ProUroCare Medical Inc., a Nevadacorporation (the “Company”), hereby promises to pay to                                   (“Holder”), the principal sum of           DOLLARS ($          ),together with interest as provided for herein, in lawful currency of the UnitedStates of America.  This ConvertiblePromissory Note (this “Note”) shall bear interest at a rate of 10% perannum.

 

This Note is issued pursuant to, and is entitled tothe benefits of the provisions of that certain Unit Purchase Agreement, datedas of November       , 2007, (the “UnitPurchase Agreement”), between the Company, the Holder and the other partiesthereto.  Capitalized terms used hereinand not otherwise defined herein shall have the meaning ascribed to them in theUnit Purchase Agreement.

 

# SECTION 1Terms

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## Section 1.1 Interest Rate.  The Companyagrees that interest shall accrue on the outstanding principal amount of thisNote from the date of this Note until the principal and interest have beenconverted in accordance with the provisions hereof or paid in full, withinterest accruing at a fixed rate per annum equal to ten percent (10.0%).  Such interest shall be computed on the basisof actual days elapsed and a year of 360 days.

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## Section 1.2 Annual Interest Payment. Subject to the earlier conversion of this Note, the interest accrued onthis Note from the date of this Note through the **[one-yearanniversary of the date of the Unit Purchase Agreement]** shall bepayable to the Holder in cash on **[such one-yearanniversary]**.  At the optionof the Holder, such accrued interest, in whole or in part, may be convertedinto that number of fully paid and nonassessable shares of the Company’s commonstock, $0.00001 par value (the “Common Stock”) as is obtained bydividing (A) the amount of such accrued interest by (B) the closingprice of the Common Stock on **[the one-year anniversaryof the date of the Unit Purchase Agreement]**.

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## Section 1.3 Conversion Date.  On **[the eighteen-month anniversary of the date of the Unit PurchaseAgreement]** (the “Maturity Date”), the entire outstandingprincipal amount of this Note shall automatically convert into that number offully paid and nonassessable shares of Common Stock as is obtained by dividing (A) theentire outstanding principal amount of this Note by (B) $0.005 (the “ConversionPrice”).  All or any portion of theaccrued but unpaid interest on the Note shall, at the option of the Holder, be (i) convertedinto that number of fully paid and nonassessable shares of Common Stock as isobtained by dividing (A) such accrued but unpaid interest by (B) theConversion Price or (ii) paid to the Holder in cash.

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## Section 1.4 Conversion Upon a Public Offering.  In the event that a Public Offering iscompleted before the Maturity Date, without any act by the Company or theHolder hereof, at the effective date of such Public Offering, the entireoutstanding principal amount of this Note, together with all interest accruedthereon (such principal and accrued interest, the “Outstanding Balance”)shall be automatically converted into that number and type of equity securitiesissued by the Company in a Public Offering as is obtained by dividing (A) theOutstanding Balance by (B) the product of (i) the Offering Price and (ii) 0.70.  For purposes of this Note, (i) “PublicOffering” shall mean an underwritten public offering of equity securitiesof the Company and (ii) “Offering Price” shall mean the per shareor other unit price at which equity securities of the Company are offered inthe Public Offering.

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## Section 1.5 Optional Prepayment. Subject to the Holder’s right to have all interest accrued from the dateof this Note through the **[the one-year anniversaryof the date of the Unit Purchase Agreement]** converted into CommonStock in accordance with Section 1.2 hereof, beginning on **[the one-year anniversary of the date of the Unit Purchase Agreement]**,the Company may, at its option, without premium or penalty, upon five (5) daysprior written notice to the Holder, repay the unpaid principal amount of thisNote, at any time in whole or from time to time in part, together with interestaccrued thereon to the date of prepayment. The Company shall prepay such principal and interest to the Holders ofall outstanding Notes on a pro rata basis. Any such prepayment shall be applied first to the payment of accruedinterest and then to repayment of principal. Upon any partial prepayment of the unpaid principal amount of this Note,the Holder shall make notation on this Note of the portion of the principal soprepaid.

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## Section 1.6 Subordination.  This Noteshall be subordinated in all respects (including right of payment) to all otherindebtedness of the Company, now existing or hereafter owing, to banks andother such financial institutions.

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Section 1.6  No Fractional Shares or Scrips.  No fractional shares or scrip representingfractional shares shall be issued upon the conversion of this Note.  In lieu of issuing such fractional shares,the Company shall pay all of the cash value of any fractional interest toHolder.

 

Section 1.7  No Impairment.  Without limiting or altering the provisionsor obligations of the Company under this Note or the Unit Purchase Agreement,the Company shall not avoid or seek to avoid the observance or performance ofany of the terms to be observed or performed by it pursuant to this Note andthe Unit Purchase Agreement and shall at all times in good faith assist in theobservance or performance of any of the terms to be observed or performed by itpursuant to this Note and the Unit Purchase Agreement.

 

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Section 1.8  Issuance of Shares.  Holder acknowledges that the Company currently has insufficientauthorized shares of Common Stock to permit the conversion of this Note and allof the other similar notes sold pursuant to the Unit Purchase Agreement inaccordance with Section 1.3 hereof.

 

Section 1.9  Release of Obligations.  Upon conversion or prepayment of this Note,the Company shall be forever released from all its obligations and liabilitiesunder this Note.

 

Section 1.10  Adjustment.

 

### (a)                                  Adjustments for Dividends andDistributions.  In the event the Company at any time or fromtime to time after the date hereof shall make, issue, or fix a record date forthe determination of holders of capital stock entitled to receive a dividend orother distribution (including a stock split or subdivision) payable insecurities of the Company, then and in such event provisions shall be made sothat the Holder shall receive, upon conversion of this Note, in addition to thenumber of shares of Common Stock receivable thereupon, the amount of securitiesof the Company that the Holder would have received had this Note been convertedinto Common Stock on the date of such event and had the Holder thereafter,during the period from the date of such event to and including the conversiondate, retained such securities receivable by the Holder as aforesaid duringsuch period, giving application to all adjustments called for during suchperiod under this Note with respect to the rights of the Holder under the Note.

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### (b)                                 Adjustment for Reclassifications,Exchanges, or Substitutions.  If the CommonStock issuable upon the conversion of this Note shall be changed into the sameor different number of shares of any class or classes of capital stock, whetherby capital reorganization, reclassification, or otherwise (other than asubdivision or combination of shares or stock dividend, or a reorganization,merger, consolidation, or sale of assets provided for elsewhere), then and ineach such event the Holder shall have the right thereafter to convert this Noteinto the kind and amount of shares of capital stock and other securities andproperty receivable upon such reorganization, reclassification, or otherchange, by holders of the number of shares of Common Stock into which this Notemight have been converted immediately prior to such reorganization,reclassification or change, all subject to further adjustment as providedherein.

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### (c)                                  Reorganization; Mergers; Consolidations;Sales of Assets.  If at any time or from time to time thereshall be a capital reorganization of the Common Stock issuable on conversion ofthis Note (other than a subdivision, combination, reclassification, or exchangeof shares provided for elsewhere) or a merger or consolidation of the Companywith or into another corporation, or the sale of all or substantially all ofthe Company’s properties and assets to any other entity, then, as a part ofsuch reorganization, merger, consolidation, or sale, provision shall be made sothat the Holder shall thereafter be entitled to receive upon conversion of thisNote, the number of shares of capital stock or other securities or property ofthe Company, or of the successor corporation resulting from such 

 

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### merger or consolidationor sale, to which a holder of Common Stock deliverable upon conversion wouldhave been entitled on such capital reorganization, merger, consolidation, orsale. In any such case, appropriate adjustment shall be made in the applicationof the provisions of this Note with respect to the rights of the Holder afterthe reorganization, merger, consolidation, or sale to the end that theprovisions of this Note shall be applicable after the event as nearlyequivalent as may be practicable.

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### (d)                                 Adjustment for Stock Splits andCombinations.  If the Company at any time or from time totime effects a subdivision of the outstanding capital stock, the ConversionPrice then in effect immediately before that subdivision shall beproportionately decreased, and conversely, if the Company at any time or fromtime to time combines the outstanding shares of capital stock, the ConversionPrice then in effect immediately before the combination shall beproportionately increased. Any adjustment under this subsection (d) shallbecome effective at the close of business on the date the subdivision orcombination becomes effective.

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### (e)                                  Effects of Reverse Stock Split.  Notwithstanding any of the foregoing, theprice at which this Note converts under Section 1.4 hereof in the event ofa Public Offering shall not be adjusted under this Section 1.10 for theCompany’s Reverse Stock Split.  Forpurposes of this Note, “Reverse Stock Split” shall mean the ten-for-one reverse split of theCompany’s Common Stock effective prior to the effectiveness of a Public Offering.  For example, after the ReverseStock Split, the Outstanding Balance shall still be automatically converted into that number andtype of equity securities issued by the Company in a Public Offering as isobtained by dividing (A) the Outstanding Balance by (B) the productof (i) the Offering Price and (ii) 0.70.

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# SECTION 2Events of Default

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Section 2.1  Events ofDefault.   The Outstanding Balance ofthis Note shall become due and payable without any action on the part of theHolder thereof upon the happening of any of the following events (each, an “Eventof Default”):

 

### (a)                                  the Company shall generally not pay itsdebts as such debts become due, or shall admit in writing its inability to payits debts generally, or shall make a general assignment for the benefit ofcreditors; or any proceeding shall be instituted by or against the Companyseeking to adjudicate it bankrupt or insolvent, or seeking liquidation, windingup, reorganization, arrangement, adjustment, custodianship, protection, orrelief of it or its debts under any law relating to bankruptcy, insolvency orreorganization or relief of debtors, or seeking the entry of an order for reliefor the appointment of a receiver, custodian trustee, or other similar officialfor it or for any substantial part of its property; or

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### (b)                                 the Company shall default in the dueperformance or observance of any expressed or implied covenant, agreement orprovision of this Note or the Unit Purchase 

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### Agreement and suchdefault shall have continued uncured for a period of thirty (30) days afterwritten notice thereof to the Company from the Holder of any outstanding Note.

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Section 2.2  Suits for Enforcement.  In case any one or more Events of Defaultshall have occurred and be continuing, unless such Events of Default shall havebeen waived in the manner provided in Section 3.5, the Majority Purchasersmay proceed to protect and enforce their rights under this Section 2.2 bysuit in equity or action at law.  It is agreed that in the event the Holdersprevail in such action, such Holders shall be entitled to receive allreasonable fees, costs and expenses incurred, including without limitation suchreasonable fees and expenses of attorneys (whether or not litigation iscommenced) and reasonable fees, costs and expenses of appeals.

 

# SECTION 3Miscellaneous

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## Section 3.1 Lost, Stolen or Mutilated Notes. Upon receipt of evidence satisfactory to the Company of the loss, theft,destruction or mutilation of this Note, and in case of any such loss, theft ordestruction, upon delivery of any customary indemnity agreement reasonablysatisfactory to the Company, or in any case of any such mutilation, uponsurrender and cancellation of this Note, the Company at its expense will issueand deliver a new Note of like tenor in an amount equal to the amount of suchlost, stolen or mutilated Note and any such lost, stolen or destroyed Noteshall thereupon become void.

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## Section 3.2 Benefit of Note.  This Noteshall be binding upon, and shall inure to the benefit of and be enforceable by,Holder and its successors and assigns. All of the covenants and the agreements contained in this Note by or onbehalf of the Company are binding on the Company’s successors and assigns,whether by consolidation, merger, transfer or license of all or substantiallyall of the property of the Company.

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## Section 3.3 Costs of Collection.  TheCompany hereby waives presentment for payment, notice of dishonor, protest andnotice of protest and, following an Event of Default, the Company shall pay allof Holder’s costs of collecting or attempting to collect any amount duehereunder, including but not limited to, all reasonable attorneys’ fees andlegal expenses.

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Section 3.4  Notices.  All notices required under this Note shall bedeemed to have been given or made for all purposes (i) upon personaldelivery, (ii) upon confirmation receipt that the communication wassuccessfully sent to the applicable number if sent by facsimile; (iii) oneday after being sent, when sent by professional overnight courier service, or (iv) fivedays after posting when sent by registered or certified mail.  Notices to the Company shall be sent to theprincipal office of the Company (or at such other place as the Company shallnotify the Holder hereof in writing). Notices to the Holder shall be sent to the address of the Holder setforth in Schedule A to the Unit Purchase Agreement (or at such otherplace as the Holder shall notify the Company hereof in writing).

 

Section 3.5  Amendment; Waiver.  Any term of this Note may be amended, changedor modified, and the observance of any term of this Note may be waived (eithergenerally or in a particular instance and either retroactively orprospectively), with the written consent of the 

 

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Company and thePurchasers holding a majority of the outstanding aggregate principal amount ofthe Notes issued pursuant to the Unit Purchase Agreement (the “MajorityPurchasers”); provided, however, that no amendment, change,modification or waiver respecting this Note may be made by the MajorityPurchasers without the consent of the Holder unless a comparable amendment,change, modification or waiver is made respecting all of the Notes issued pursuantto the Unit Purchase Agreement.  Anyamendment, change, modification or waiver to this Note shall apply equally andbe binding upon all of the Notes issued pursuant to the Unit PurchaseAgreement.  Except as otherwise providedin this Note, this Note may not be discharged, nor shall the principal amountor interest be amended, changed or modified, without the written consent of theCompany and the Holder of this Note. This Section 3.5 may not be amended,changed or modified, except by a writing signed by the Company and all of thePurchasers that are a party to the Unit Purchase Agreement.

 

Section 3.6  Governing Law and Construction.  This Note shall be construed in accordancewith and governed by the laws of the State of Minnesota, without regard to theprinciples of conflicts of law.  Wheneverpossible, each provision of this Note and any other statement, instrument ortransaction contemplated hereby and valid under such applicable law, but, ifany provision of this Note or any other statement, instrument or transactioncontemplated hereby or relating hereto shall be held to be prohibited orinvalid under such applicable law, such provision shall be ineffective only tothe extent of such prohibition or invalidity, without invalidating the remainderof such provision or the remaining provisions of this Note or any otherstatement, instrument or transaction contemplated hereby or relatinghereto.  In the event of any conflictwith, between or among the provisions of this Note or the Unit Purchase Agreement,the Unit Purchase Agreement shall govern.

 

**IN WITNESS WHEREOF**, the Company has executed this Note asof the date first above written.

 

 
|   | PROUROCARE MEDICAL INC. |
|--------|-------------------------|
|   |                    |   |
|   |                    |   |
|   | By:                     |   |
|   |                    | Name: |   |
|   |                    | Title: |   |

 

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