**Exhibit 10.47**

 

FORM OF NOTE

 

THISNOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THEPROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS NOTE AND THE SECURITIES ISSUABLE UPONCONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATEDOR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THECOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

**CONVERTIBLE PROMISSORYNOTE**

 
| $                 | Promissory Note No.       [                          ,  2008] |
|---------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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                         ,2008, (the “Unit Purchase Agreement”), between the Company, the Holderand the other parties thereto.  Capitalized terms used herein and nototherwise defined herein shall have the meaning ascribed to them in the UnitPurchase Agreement.

 

# SECTION 1

# Terms

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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 representing fractional shares shall beissued upon the conversion of this Note. In lieu of issuing such fractional shares, the Company shall pay all ofthe cash value of any fractional interest to Holder.

 

Section 1.7 No Impairment.  Withoutlimiting or altering the provisions or obligations of the Company under thisNote or the Unit Purchase Agreement, the Company shall not avoid or seek toavoid the observance or performance of any of the terms to be observed orperformed by it pursuant to this Note and the Unit Purchase Agreement and shallat all times in good faith assist in the observance or performance of any ofthe terms to be observed or performed by it pursuant to this Note and the UnitPurchase Agreement.

 

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Section 1.8 Issuance of Shares.  Holder acknowledges that the Company currentlyhas insufficient authorized shares of Common Stock to permit the conversion ofthis Note and all of the other similar notes sold pursuant to the Unit PurchaseAgreement in accordance with Section 1.3 hereof.

 

Section 1.9 Release of Obligations. Upon conversion or prepayment of this Note, the Company shall be foreverreleased from all its obligations and liabilities under this Note.

 

Section 1.10 Adjustment.

 

### (a)                                  Adjustmentsfor Dividends and Distributions.  Inthe event the Company at any time or from time to time after the date hereofshall make, issue, or fix a record date for the determination of holders ofcapital stock entitled to receive a dividend or other distribution (including astock split or subdivision) payable in securities of the Company, then and insuch event provisions shall be made so that the Holder shall receive, uponconversion of this Note, in addition to the number of shares of Common Stockreceivable thereupon, the amount of securities of the Company that the Holderwould have received had this Note been converted into Common Stock on the dateof such event and had the Holder thereafter, during the period from the date ofsuch event to and including the conversion date, retained such securitiesreceivable by the Holder as aforesaid during such period, giving application toall adjustments called for during such period under this Note with respect tothe rights of the Holder under the Note.

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### (b)                                 Adjustmentfor Reclassifications, Exchanges, or Substitutions.  If the Common Stock issuable upon theconversion of this Note shall be changed into the same or different number ofshares of any class or classes of capital stock, whether by capitalreorganization, reclassification, or otherwise (other than a subdivision orcombination of shares or stock dividend, or a reorganization, merger,consolidation, or sale of assets provided for elsewhere), then and in each suchevent the Holder shall have the right thereafter to convert this Note into thekind and amount of shares of capital stock and other securities and propertyreceivable upon such reorganization, reclassification, or other change, byholders of the number of shares of Common Stock into which this Note might havebeen converted immediately prior to such reorganization, reclassification orchange, all subject to further adjustment as provided herein.

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### (c)                                  Reorganization;Mergers; Consolidations; Sales of Assets. If at any time or from time to time there shall be a capitalreorganization of the Common Stock issuable on conversion of this Note (otherthan a subdivision, combination, reclassification, or exchange of sharesprovided for elsewhere) or a merger or consolidation of the Company with orinto another corporation, or the sale of all or substantially all of theCompany’s properties and assets to any other entity, then, as a part of suchreorganization, merger, consolidation, or sale, provision shall be made so thatthe 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)                                 Adjustmentfor Stock Splits and Combinations. If the Company at any time or from time to time effects a subdivision ofthe outstanding capital stock, the Conversion Price then in effect immediatelybefore that subdivision shall be proportionately decreased, and conversely, ifthe Company at any time or from time to time combines the outstanding shares ofcapital stock, the Conversion Price then in effect immediately before thecombination shall be proportionately increased. Any adjustment under thissubsection (d) shall become effective at the close of business on the datethe subdivision or combination becomes effective.

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### (e)                                  Effects of Reverse Stock Split. Notwithstanding any of the foregoing, the price at which this Noteconverts under Section 1.4 hereof in the event of a Public Offering shallnot be adjusted under this Section 1.10 for the Company’s Reverse StockSplit.  For purposes of this Note, “ReverseStock Split” shall mean the ten-for-one reverse split of the Company’sCommon Stock effective prior to the effectiveness of a Public Offering.  For example, after the Reverse Stock Split,the Outstanding Balance shall still be automatically convertedinto that number and type of equity securities issued by the Company in aPublic Offering as is obtained by dividing (A) the Outstanding Balance by (B) theproduct of (i) the Offering Price and (ii) 0.70.

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# SECTION 2

# Events of Default

#  

Section 2.1  Events of Default.   The Outstanding Balance of this Note shallbecome due and payable without any action on the part of the Holder thereofupon the happening of any of the following events (each, an “Event ofDefault”):

 

### (a)                                  theCompany shall generally not pay its debts as such debts become due, or shalladmit in writing its inability to pay its debts generally, or shall make ageneral assignment for the benefit of creditors; or any proceeding shall beinstituted by or against the Company seeking to adjudicate it bankrupt orinsolvent, or seeking liquidation, winding up, reorganization, arrangement,adjustment, custodianship, protection, or relief of it or its debts under anylaw relating to bankruptcy, insolvency or reorganization or relief of debtors,or seeking the entry of an order for relief or the appointment of a receiver,custodian trustee, or other similar official for it or for any substantial partof its property; or

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### (b)                                 theCompany shall default in the due performance or observance of any expressed orimplied covenant, agreement or provision 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.  Incase any one or more Events of Default shall have occurred and be continuing,unless such Events of Default shall have been waived in the manner provided in Section 3.5,the Majority Purchasers may proceed to protect and enforce their rights underthis Section 2.2 by suit in equity or action at law.  It isagreed that in the event the Holders prevail in such action, such Holders shallbe entitled to receive all reasonable fees, costs and expenses incurred,including without limitation such reasonable fees and expenses of attorneys(whether or not litigation is commenced) and reasonable fees, costs andexpenses of appeals.

 

# SECTION 3

# Miscellaneous

#  

## 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 noticesrequired under this Note shall be deemed to have been given or made for allpurposes (i) upon personal delivery, (ii) upon confirmation receiptthat the communication was successfully sent to the applicable number if sentby facsimile; (iii) one day after being sent, when sent by professionalovernight courier service, or (iv) five days after posting when sent byregistered or certified mail.  Notices tothe Company shall be sent to the principal office of the Company (or at suchother place as 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 Unit PurchaseAgreement (or at such other place as the Holder shall notify the Company hereofin writing).

 

## Section 3.5 Amendment; Waiver.  Anyterm of this Note may be amended, changed or modified, and the observance ofany term of this Note may be waived (either generally or in a particularinstance and either retroactively or prospectively), with the written consentof the 

 

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Companyand the Purchasers holding a majority of the outstanding aggregate principalamount of the 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 issuedpursuant to the Unit Purchase Agreement. Any amendment, change, modification or waiver to this Note shall applyequally and be binding upon all of the Notes issued pursuant to the UnitPurchase Agreement.  Except as otherwiseprovided in this Note, this Note may not be discharged, nor shall the principalamount or interest be amended, changed or modified, without the written consentof the Company and the Holder of this Note. This Section 3.5 may not beamended, changed or modified, except by a writing signed by the Company and allof the Purchasers that are a party to the Unit Purchase Agreement.

 

## Section 3.6 Governing Law and Construction. This Note shall be construed in accordance with and governed by the lawsof the State of Minnesota, without regard to the principles of conflicts oflaw.  Whenever possible, each provision ofthis Note and any other statement, instrument or transaction contemplatedhereby and valid under such applicable law, but, if any provision of this Noteor any other statement, instrument or transaction contemplated hereby orrelating hereto shall be held to be prohibited or invalid under such applicablelaw, such provision shall be ineffective only to the extent of such prohibitionor invalidity, without invalidating the remainder of such provision or theremaining provisions of this Note or any other statement, instrument ortransaction contemplated hereby or relating hereto.  In the event of any conflict with, between oramong the provisions of this Note or the Unit Purchase Agreement, the UnitPurchase Agreement shall govern.

 

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

 

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

 

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