**Exhibit 4.17**

 

**THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISEHEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OROTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OFCOUNSEL SATISFACTORY TO PROUROCARE MEDICAL INC. THAT SUCH REGISTRATION IS NOTREQUIRED.**

 

**WARRANT TO PURCHASECOMMON STOCKOFPROUROCARE MEDICAL INC.**

**VOID AFTER DECEMBER 31, 2012**

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This Warrant is issued to James Davis, or his registered assigns(“Holder”) by ProUroCare MedicalInc., a Nevada corporation (the “Company”), on December 27, 2007 (the “WarrantIssue Date”) for a purchase price of $7,500.00 (the “Warrant PurchasePrice”).  This Warrant is issuedpursuant to the terms of that certain Unit Purchase Agreement dated as of December 27, 2007 (the “PurchaseAgreement”) in connection with the Company’s issuance to the Holder of aConvertible Promissory Note dated as of thedate hereof (the “Note”), in the original principal amount of$142,500.00.  This Warrant is intended tobe an investment warrant and is not issued in consideration of any services.

 

# **1.    **Purchase of Shares.  Subject to the terms andconditions hereinafter set forth and set forth in the Purchase Agreement, theHolder is entitled, upon surrender of this Warrant at the principal office ofthe Company (or at such other place as the Company shall notify the holderhereof in writing), to purchase from the Company up to 300,000 fully paid andnonassessable shares of CommonStock of the Company, as constituted on the Warrant Issue Date (the “CommonStock”).  The number of shares ofCommon Stock issuable pursuant to this Section 1 (the “Shares”)shall be subject to adjustment pursuant to Section 8 hereof.

 

# **2.    **Exercise Price.  The purchase pricefor the Shares shall be (a) equal to 50%of the per share or other unit price at which equity securities are soldin the Company’s Public Offering (as defined below) or, (b) in the eventthat the Company fails to close the Public Offering prior to June 27, 2009(the “ConversionDate”), the per share purchase price for the Sharesshall be equal to 50% of the closing price of the Common Stock on June 27, 2009.  Such price isherein referred to as the “Exercise Price”.  For purposes of this Warrant, “PublicOffering” shall mean an underwritten public offering of equity securitiesof the Company.

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# **3.    **ExercisePeriod. This Warrant shall become exercisable, in whole or in part, commencingupon the earlier of (i) the closing of the Public Offering or (ii) the Conversion Date, and it shall remain so exercisable until 5:00 p.m.,Minneapolis time, on December 31, 2012.

 

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# **4.**     Method of Exercise.  While thisWarrant remains outstanding and exercisable in accordance with Section 3above, the Holder may exercise, in whole or in part, the purchase rightsevidenced hereby.  Such exercise shall beeffected by:

 

## (a)   thesurrender of the Warrant, together with a duly executed copy of the form ofNotice of Exercise attached hereto, to the Secretary of the Company at itsprincipal offices;

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## (b)   thepayment to the Company of a cash amount equal to the aggregate Exercise Pricefor the number of Shares being purchased; and

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## (c)   thedelivery of a subscription agreement, an investment letter or similar documentacceptable to the Company demonstrating that the sale of Shares to be purchasedis exempt from registration under the Securities Act of 1933, as amended (the “SecuritiesAct”), and any applicable state securities laws (unless a registrationstatement covering the Shares being purchased shall have been declaredeffective by the Securities and Exchange Commission).

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**5.**     **Certificatesfor Common Stock**.  Upon the exercise of the purchaserights evidenced by this Warrant, one or more certificates for the number ofShares so purchased shall be issued as soon as practicable thereafter, bearingthe restrictive legend set forth in Section 12 of this Warrant, and in anyevent within 30 days of the delivery of the subscription notice.

 

# **6.**     Lock-Up.  In addition to any restrictions on transferunder applicable law, the Holder acknowledges and agrees that this Warrant andthe Shares issued or issuable upon exercise of this Warrant may not be sold,offered for sale, pledged or otherwise transferred or disposed of prior to theexpiration of a period of one-year beginning on the effective date of thePublic Offering.

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# **7.**     Issuanceof Shares.  The Company covenants that the Shares, whenissued pursuant to the exercise of this Warrant, will be duly and validlyissued, fully paid and nonassessable and free from all taxes, liens, andcharges with respect to the issuance thereof.

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# **8.**     Adjustment of Exercise Priceand Number of Shares.  Thenumber of and kind of securities purchasable upon exercise of this Warrant andthe Exercise Price shall be subject to adjustment from time to time as follows:

 

## (a)   Subdivisions,Combinations and Other Issuances.  Ifthe Company shall at any time prior to the expiration of this Warrant subdivideits Common Stock, by split-up or otherwise, or combine its Common Stock, orissue additional shares of its Common Stock as a dividend with respect to anyshares of its Common Stock, the number of Shares issuable on the exercise ofthis Warrant shall forthwith be proportionately increased in the case of asubdivision or stock dividend, or proportionately decreased in the case of acombination.  Appropriate adjustmentsshall also be made to the purchase price payable per share, but the aggregatepurchase price payable for the total number of Shares purchasable under thisWarrant (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effectiveat the close of business on the date the subdivision or combination becomeseffective, or as of the record date of such dividend, or in the event that norecord date is fixed, upon the making of such dividend.

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## (b)   Reclassification,Reorganization, Consolidation, Mergerand Other Changes.  In case ofany reclassification, capital reorganization or change in the Common Stock ofthe Company (other than as a result of a subdivision, combination, or stockdividend provided for in Section 8(a) above), or consolidation or merger of the Company with or into anothercorporation, or the sale of all or substantially all of its assets to anothercorporation shall be effected in such a way that holders of the Company’sCommon Stock shall be entitled to receive stock, securities or assets withrespect to or in exchange for such Common Stock,**then, as a condition of such reclassification,reorganization, change, consolidation, mergeror sale, lawful provision shall be made, and duly executed documentsevidencing the same from the Company or its successor shall be delivered to theHolder, so that the Holder shall have the right at any time prior to theexpiration of this Warrant to purchase, at a total price equal to that payableupon the exercise of this Warrant, the kind and amount of shares of stock andother securities and property receivable in connection with suchreclassification, reorganization, change, consolidation, merger or sale by a holder of thesame number of shares of Common Stock as were purchasable by the Holderimmediately prior to such reclassification, reorganization, change,consolidation, merger or sale.  In any such case appropriate provisions shallbe made with respect to the rights and interest of the Holder so that theprovisions hereof shall thereafter be applicable with respect to any shares ofstock or other securities and property deliverable upon exercise hereof, andappropriate adjustments shall be made to the purchase price per share payablehereunder, provided the aggregate purchase price shall remain the same.

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## (c)   MinimumAdjustment.  Notwithstanding anythingherein to the contrary, no adjustment under this Section 8 need be made tothe Exercise Price unless such adjustment would require an increase or decreaseof at least 1% of the Exercise Price then in effect.  Any lesser adjustment shall be carriedforward and shall be made at the time of and together with the next subsequentadjustment, which, together with any adjustment or adjustments so carriedforward, shall amount to an increase or decrease of at least 1% of such ExercisePrice.  Any adjustment to the ExercisePrice carried forward and not theretofore made shall be made immediately priorto the conversion of this Warrant pursuant thereto.

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## (d)   OtherAdjustment.  If the Company at anytime or from time to time shall take any other action, or if any other eventoccurs, affecting the shares of Common Stock or its other equity interests, ifany, other than an action described in this Section 8, then, and in each such case, the ExercisePrice shall be adjusted in such manner and at such time as the Board ofDirectors of the Company in good faith determines to be equitable in thecircumstances (such determination to be evidenced in a resolution, a certifiedcopy of which shall be mailed to the Holder).

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## (e)   Noticeof Adjustment.  When anyadjustment is required to be made in the number or kind of shares purchasableupon exercise of the Warrant, or in the Exercise Price, the Company shallpromptly notify the Holder of such event and of the number of shares of CommonStock or other securities or property thereafter purchasable upon exercise ofthis Warrant setting forth in reasonable detail the method of calculation andthe facts upon which such calculation is based.

 

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## (f)    Effects of Reverse Stock Split.  Notwithstanding any of the foregoing, theExercise Price shall not be adjusted under this Section 8 for the Company’sReverse Stock Split.  For purposes ofthis Warrant, “Reverse Stock Split” shall mean the ten-for-onereverse split of the Company’s Common Stock effective prior to theeffectiveness of a Public Offering.  Forexample, after the Reverse Stock Split, the per share purchase price for theShares shall be 50%****of the per shareor other unit price at which equity securities are sold by the Company in aPublic Offering****or, in the event that the Company fails to close thePublic Offering prior to theConversion Date, the per share purchase price for the Shares shallbe equal to 50%****of the closing price of the Common Stockon****June 27, 2009**.**

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# **9.**     No Fractional Shares or Scrip.  No fractional shares or scrip representingfractional shares shall be issued upon the exercise of this Warrant, but inlieu of such fractional shares the Company shall make a cash payment thereforeon the basis of the Exercise Price then in effect.

 

# **10.**  No Stockholder Rights.  Prior to exercise of this Warrant, the Holder shallnot be entitled to any rights of a stockholder with respect to the Shares,including (without limitation) the right to vote such Shares, receive dividendsor other distributions thereon, exercise preemptive rights or be notified ofstockholder meetings, and such holder shall not be entitled to any notice orother communication concerning the business or affairs of the Company.  However, nothing in this Section 10shall limit the right of the Holder to be provided the notices required underthis Warrant or the Purchase Agreement.

 

# **11.**  Exchangeof Warrant. This Warrant is exchangeable, without expense, at the option of theHolder, upon presentation and surrender hereof to the Company for otherWarrants of different denominations entitling the Holder thereof to purchase inthe aggregate the same number of Warrant Shares purchasable hereunder on thesame terms and conditions as herein set forth.

 

# **12.**  Applicationof Restrictions on Transfer.

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## (a)   Transferability.  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, or (ii) aregistration statement relating to this warrant has been filed by the Companyand declared effective by the Commission. Subject to the foregoing, this Warrant and all rights hereunder aretransferable, in whole or in part, at the principal office of the Company bythe Holder in person or by duly authorized attorney, upon surrender of thisWarrant properly endorsed to any person or entity who represents in writingthat he/she/it is acquiring the warrant for investment and without any view tothe sale or other distribution thereof. Each Holder of this Warrant, by taking or holding the same, consents andagrees that the bearer of this Warrant, when endorsed, may be treated by theCompany and all other persons dealing with this warrant as the absolute ownerhereof for any purpose and as the person entitled to exercise the rightsrepresented by this Warrant or perform the obligations required hereby, or tothe transfer hereof on the books of the Company, any notice to the contrarynotwithstanding; but until such transfer on such books, the Company may treatthe registered owner hereof as the owner for all purposes.

 

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## (b)   RestrictiveLegend.  Each certificate for sharesissued upon the exercise of the rights represented by this Warrant shall bear alegend as follows unless, in the opinion of counsel to the Company, such legendis not required in order to ensure compliance with the Securities Act:

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“THE SECURITIES EVIDENCED BY THIS CERTIFICATEWERE ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACTOF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, AND IN RELIANCE UPONTHE HOLDER’S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FORINVESTMENT AND NOT FOR RESALE.  NOTRANSFER OF THE SECURITIES MAY BE MADE ON THE BOOKS OF THE COMPANY UNLESS (i) SUCHTRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (ii) THEHOLDER SHALL HAVE PROVIDED THE COMPANY WITH AN OPINION OF COUNSEL REASONABLYACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.”

 

# **13.**  Successors and Assigns.  The terms and provisions of this Warrant andthe Purchase Agreement shall inure to the benefit of, and be binding upon, theCompany and the Holder hereof and their respective successors and assigns.

 

# **14.**  Lossor Mutilation of Warrant.  Upon receipt by the Company of evidencesatisfactory to it of the loss, theft, destruction, or mutilation of thisWarrant, and (in the case of loss, theft or destruction) or reasonablysatisfactory indemnification, and upon surrender and cancellation of thisWarrant, if mutilated, the Company will execute and deliver a new Warrant oflike tenor and date and any such lost, stolen or destroyed Warrant shallthereupon become void.  Any such newWarrant executed and delivered shall constitute an additional contractualobligation on the part of the Company, whether or not this Warrant so lost,stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

 

# **15.**  Amendments and Waivers.  Any term of this Warrant may be amended and theobservance of any term of this Warrant may be waived (either generally or in aparticular instance and either retroactively or prospectively), with thewritten consent of the Company and theHolder.

 

# **16.**  Notices.  Allnotices required under this Warrant shall be deemed to have been given or madefor all purposes (i) upon personal delivery, (ii) upon confirmationreceipt that the communication was successfully sent to the applicable numberif sent by facsimile; (iii) one day after being sent, when sent byprofessional overnight courier service, or (iv) five days after postingwhen sent by registered or certified mail. Notices to the Company shall be sent to ProUroCare Medical Inc., 5500Wayzata Blvd., Suite 310, Golden Valley, MN, 55416 (or at such other placeas the Company shall notify the Holder hereof in writing).  Notices to the Holder shall be sent to theaddress of the Holder set forth in Schedule A to the Purchase Agreement(or at such other place as the Holder shall notify the Company hereof inwriting).

 

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# **17.**  Attorneys’ Fees.  If any action of law or equity is necessary toenforce or interpret the terms of this Warrant, the prevailing party shall beentitled to its reasonable attorneys’ fees, costs and disbursements in additionto any other relief to which it may be entitled.

 

# **18.**  Captions.  Thesection and subsection headings of this Warrant are inserted for convenienceonly and shall not constitute a part of this Warrant in construing orinterpreting any provision hereof.

 

# **19.**  Governing Law.  This Warrant shall be governed by the laws of theState of Minnesota as applied to agreements among Minnesota residents made andto be performed entirely within the State of Minnesota.

 

**INWITNESS WHEREOF**,ProUroCare Medical Inc. causedthis Warrant to be executed by an officer thereunto duly authorized.

 

 
|   | **PROUROCARE MEDICAL INC.** |
|--------|-----------------------------|
|   |                        | ** ** |
|   |                        |   |
|   | By:                         |    /s/Richard Thon |
|   | Name:                       | Richard  Thon |
|   | Title:                      |  CFO |
|        |                             |  |  |  |  |

 

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**WARRANT ASSIGNMENT**

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**(to be signed only upon transfer of this warrant)**

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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfersunto                                                                  the right represented by the within Warrant to purchase, from ProUroCare Medical Inc., a Nevada corporation(the “Company”), shares of the Common Stock of the Company, to which thewithin Warrant relates and appoints                                                               attorney to transfer said right on the books of ProUroCare Medical Inc., with full power of substitution in thepremises.

 
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**NOTICE OF EXERCISE**

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To:          ProUroCare Medical Inc.

 

The undersigned hereby electsto purchase                               shares of Common Stock of ProUroCare Medical Inc., pursuant tothe terms of the attached Warrant and payment of the Exercise Price per sharerequired under such Warrant accompanies this notice.

 

The undersignedhereby represents and warrants that the undersigned is acquiring such sharesfor its own account for investment purposes only, and not for resale or with aview to distribution of such shares or any part thereof.

 

 
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| Name in which shares should be registered: |
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