**Exhibit 4.9**

** **

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

 

**FORM OF WARRANT**

**FOR**

**SHARES OFCOMMON STOCK**

**OF**

**PROUROCAREMEDICAL INC.**

 
| **Warrant No.** | **Plymouth, Minnesota** |
|-----------------|-------------------------|
| ** **      | **Date**                |

 

FOR VALUE RECEIVED, **                              **,or its successors or assigns (“Holder”), is entitled to subscribe forand 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 parvalue per share (the “Common Stock”), at the price of $0.50 per share,subject to adjustments as noted in section 3 below (the “WarrantExercise Price”).

 

This warrant may be exercised by Holder at any time orfrom 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.             Exerciseof Warrant.  The rights representedby this warrant may be exercised by the Holder, in whole or in part, by writtennotice of exercise delivered to the Company at least three days prior to theintended date of exercise and by the surrender of this warrant (properlyendorsed if required) at the principal office of the Company and, except inconnection with a Cashless Exercise (as defined below), upon payment to it bycash, certified check or bank draft of the purchase price for such shares. Theshares so purchased shall be deemed to be issued as of the close of business onthe date on which this warrant has been exercised by its surrender and, exceptin connection with a Cashless Exercise, payment to the Company of the WarrantExercise Price.  Certificates for theshares of stock so purchased, bearing the restrictive legend set forth in Section 5of this warrant, shall be delivered to the Holder within 15 days after therights represented by this warrant shall have been so exercised, and, unlessthis warrant has expired, a new warrant 

 

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

 

At the option of the Holder, payment of the WarrantExercise Price may be made through a net exercise without payment of theWarrant Exercise Price in cash by the Holder providing notice to the Company ofthe Holder’s election to receive a number of shares of Common Stock in acashless exercise (a “Cashless Exercise”). Upon receipt of a notice ofCashless Exercise, the Company shall deliver to the Holder (without cashpayment by the Holder of any Warrant Exercise Price) that number of shares ofCommon Stock that is equal to the quotient obtained by dividing (x) the valueof the portion of the warrant being exercised on the date that the warrant shallhave been surrendered (determined by subtracting the aggregate Warrant ExercisePrice for the number of shares of Common Stock as to which the warrant is beingexercised from the aggregate Fair Market Value (as hereinafter defined) of suchnumber of shares of Common Stock), by (y) the Fair Market Value of one share ofCommon Stock.  A notice of CashlessExercise shall state the number of shares of Common Stock as to which thewarrant is being exercised.  “FairMarket Value” for purposes of this Section shall mean the average ofthe Common Stock closing prices reported by the principal exchange on which theCommon Stock is traded, or the last sale prices as reported by the NationalAssociation 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 precedingthe date that the warrant shall have been surrendered or, in the event nopublic market shall exist for the Common Stock at the time of such cashlessexercise, Fair Market Value shall mean the fair market value of the CommonStock as the same shall be determined in the good faith discretion of theCompany’s Board of Directors, after full consideration of all factors thendeemed relevant by such Board of Directors in establishing such value,including by way of illustration and not limitation, the per share purchaseprice of the most recent sale of shares of Common Stock by the Company afterthe date hereof, as evidenced by the vote of a majority of the directors thenin office. Following a Cashless Exercise, the warrant shall be canceled in allrespects with regard to (a) the number of shares of Common Stock issued inaccordance with the cashless exercise plus (b) the number of sharesof Common Stock used as consideration for the Cashless Exercise.

 

2.             CertainCovenants of the Company.  TheCompany covenants and agrees that all shares that may be issued upon theexercise of the rights represented by this warrant shall, upon issuance, beduly authorized and issued, fully paid and non-assessable shares.  The Company further covenants and agrees thatduring the period within which the rights represented by this warrant may beexercised, the Company will at all times have authorized, and reserved for thepurpose of issue or transfer upon exercise of the subscription rights evidencedby this warrant, a sufficient number of shares of Common Stock to provide forthe exercise of the rights represented by this warrant.

 

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

 

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

 

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pursuant to a stock split, stock dividend or otherwise), andconversely, if the outstanding shares of its Common Stock are combined into asmaller number of shares, the Warrant Exercise Price in effect immediatelyprior to such division or combination shall be proportionately adjusted toreflect the reduction or increase in the value of each such Common Stock.

 

(b)           Effectof Reorganization, Reclassification or Merger.  If any capital reorganization orreclassification of the capital stock of the Company, or consolidation ormerger of the Company with another corporation, or the sale of all orsubstantially all of its assets to another corporation shall be effected insuch 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 uponthe basis and upon the terms and conditions specified in this warrant and inlieu of the shares of the Common Stock immediately theretofore purchasable andreceivable upon the exercise of the rights represented hereby, such shares ofstock, other securities or assets as would have been issued or delivered to theHolder if it had exercised this warrant and had received such shares of CommonStock prior to such reorganization, reclassification, consolidation, merger orsale.

 

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

 

4.             Norights as Shareholder.  This warrantshall not entitle the Holder to any voting rights or other rights as ashareholder of the Company.

 

5.             Applicationof Restrictions of Transfer.

 

### (a)           Notransfer of this warrant may be completed unless and until (i) the Companyhas received an opinion of counsel for the Company that such securities may besold pursuant to an exemption from registration under the Securities Act of1933, as amended (the “Securities Act”), or (ii) a registrationstatement relating to this warrant has been filed by the Company and declaredeffective by the Commission.  Subject tothe foregoing, this warrant and all rights hereunder are transferable, in wholeor in part, at the principal office of the Company by the Holder in person orby duly authorized attorney, upon surrender of this warrant properly endorsedto any person or entity who represents in writing that he/she/it is acquiringthe warrant for investment and without any view to the sale or otherdistribution thereof.  Each Holder ofthis warrant, by taking or holding the same, consents and agrees that thebearer of this warrant, when endorsed, may be treated by the Company and allother persons dealing with this warrant as the absolute owner hereof for anypurpose and as the person entitled to exercise the rights represented by thiswarrant or perform the obligations required hereby, or to the transfer hereofon the books of the Company, any notice to the contrary notwithstanding; butuntil such transfer on such books, the Company may treat the registered ownerhereof as the owner for all purposes.

 

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(b)           Inno event shall the Holder(s) sell any shares of Common Stock that are issuedupon the exercise of the rights represented by this warrant within 180 daysfollowing the effective date of an initial public offering of the Common Stockof the Company.

 

### (c)           Eachcertificate for shares issued upon the exercise of the rights represented bythis warrant shall bear a legend as follows unless, in the opinion of counselto the Company, such legend is not required in order to ensure compliance withthe Securities Act:

###  

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

 

6.                                       PiggybackRegistration*.*

 

(a)           If,at any time commencing from the date hereof and expiring four (4) yearsthereafter, the Company proposes to register any of its securities under theSecurities Act of 1933, as amended (the “Act”) (other than in connection with amerger or pursuant to Form S-8, S-4 or other comparable registrationstatement) 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 andto 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 anysuch Securities in such proposed registration statement, the Company shallafford each of the Underwriter and such Holders the opportunity to have anysuch Securities registered under such registration statement. In the event anyunderwriter underwriting the sale of securities registered by such registrationstatement shall limit the number of securities includable in such registrationby shareholders of the Company, the number of such securities shall beallocated pro rata among the Holders and the holders of other securitiesentitled to piggyback registration rights.

 

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

 

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(c)           Notwithstandinganything contained herein to the contrary, the registration rights granted toeach Holder by this Section 6 shall automatically terminate on, and be ofno further force or effect from and after, the date on which such Holder cansell all of the Securities held by such Holder without registration pursuant toRule 144(k) promulgated under the Securities Act of 1933, as amended (orsimilar exception from registration).

 

7.             GoverningLaw.  This Warrant shall be governedby and construed in accordance with the laws of the State of Minnesota withoutregard to its conflicts-of-law provisions.

 

8.             Amendmentsand Waivers.  The provisions of thisWarrant may not be amended, modified or supplemented, and waiver or consents todepartures from the provisions hereof may not be given, unless the Companyagrees in writing and has obtained the written consent of the Holder.

 

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

 

10.           Headingsand References.  The headings of thisWarrant are for convenience only and shall not affect the interpretation ofthis Warrant.  Unless the contextindicates otherwise, all references herein to Sections are references toSections 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 addressset forth in the Company’s records. Notices sent to the Company shall be mailed, hand delivered or faxed andconfirmed to ProUroCare Medical Inc., One Carlson Parkway, Suite 124, Plymouth,Minnesota 55447, or to such other address as the Company or the Holder shallnotify the other as provided in this Section.

 

[SIGNATURE PAGEFOLLOWS]

 

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IN WITNESS WHEREOF, the Company has caused thiswarrant 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 onlyupon exercise of warrant for cash/check)

 

The undersigned, the holder of the foregoing warrant,hereby irrevocably elects to exercise the purchase right represented by suchwarrant for, and to purchase thereunder,                       of the shares of Common Stock of ProUroCare Medical Inc. to which such warrantrelates and herewith makes payment of $                      therefor in cash or by check and requests that the certificates for such sharesbe 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 onlyupon a Cashless Exercise of warrant)

 

The undersigned, the holder of the foregoing warrant,hereby irrevocably elects to exercise the purchase right represented by suchwarrant for                       ofthe shares of Common Stock of ProUroCare Medical Inc. to which such warrant relatespursuant 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 FORREGISTRATION OF SECURITIES

 

 
| Name and Address: |                                          |
|-------------------|-----------------------------------------------|
|              |                                          |
|              |                                          |
|              | (please typewrite or  print in block letters) |

 

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WARRANT ASSIGNMENT

 

(To be signed onlyupon transfer of warrant)

 

FOR VALUE RECEIVED,                                                                                                 herebysells, 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 doeshereby irrevocably constitute and appoint                                     attorney, to transfer the same on the books of the Company with full power ofsubstitution in the premises.

 

 
| Dated: |        |   |   |
|--------|-------------|--------|--------|
|   | (Signature) |

 

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