Exhibit 4.26


 


UNDERWRITER’S
WARRANT AGREEMENT


 


UNDERWRITER’S WARRANT
AGREEMENT dated as of                   ,
2008 (this “Agreement”), between ProUroCare Medical, Inc., a Nevada
corporation (the “Company”), and Feltl and Company, Inc.
(hereinafter referred to as the “Underwriter”).


 


W
I T N E S S E T H:


 


WHEREAS, the Company
proposes to issue to the Underwriter warrants (the “Underwriter Warrants”)
to purchase up to an aggregate of               
(as such number may be adjusted from time to time pursuant to Article 8 of
this Warrant Agreement) Units (the “Units”) with each unit consisting of
one share of common stock, $0.00001 par value (a “Share”) and one redeemable
common stock warrant entitling the holder to acquire one Share (a “Warrant”),
of the Company; and


 


WHEREAS, the Underwriter has
agreed, pursuant to the underwriting agreement (the “Underwriting Agreement”)
dated                         ,
2008, between the Underwriter and the Company, to act as the Underwriter in
connection with the Company’s proposed public offering (the “Public Offering”)
of                 
Units (the “Public Units”) at an initial public offering price of $        
per Public Unit; and


 


WHEREAS, the Underwriter
Warrants issued pursuant to this Agreement are being issued by the Company to
the Underwriter or to its designees who are officers or partners of the
Underwriter (collectively, the “Designees”), in consideration for, and
as part of the Underwriter’s compensation in connection with the Underwriting
Agreement;


 


NOW,
THEREFORE, in consideration of the premises, the payment by the Underwriter to
the Company of the aggregate amount of fifty dollars ($50.00), the agreements
herein set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


1.             Grant.  The Underwriter
and/or the Designees are hereby granted the right to purchase up to an
aggregate of            Units
at an initial exercise price (subject to adjustment as provided in Article 6
hereof) of $           per
Unit at any time from                           ,
2009 until 5:00 P.M., Minneapolis, Minnesota time, on                     ,
2013 (the “Warrant Exercise Term”). 
The Units are in all respects identical to the Public Units being sold
to the public pursuant to the terms and provisions of the Underwriting
Agreement.


 


2.             [reserved]


 


3.             Exercise of Warrant.


 


3.1           Cash Exercise.  The Underwriter Warrants
initially are exercisable at a price of $        
per Unit, payable in cash or by check to the order of the Company, or any
combination thereof, subject to adjustment as provided in Article 8
hereof.  Upon surrender of 


 

















 


the Warrant Certificate(s) with
the annexed Form of Election to Purchase duly executed, together with
payment of the Exercise Price (as hereinafter defined) for the Units, at the
Company’s principal office (currently located at 5500 Wayzata Boulevard, Suite 310,
Golden Valley, MN 55416), the registered holder of a Warrant Certificate (“Holder”
or “Holders”) shall be entitled to receive a certificate or certificates
for the Units so purchased.  The purchase rights represented by the
Warrant Certificate are exercisable at the option of the Holder hereof, in
whole or in part.  In the case of the purchase of less than all of the
Units purchasable under any Warrant Certificate, the Company shall cancel said
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Warrant Certificate of like tenor for the balance of the Units.


 


3.2           Cashless Exercise.  At any time during the
Warrant Exercise Term, the Holder may, at the Holder’s option, exchange, in
whole or in part, the Underwriter Warrants represented by such Holder’s Warrant
Certificate which are exercisable for the purchase of Units into the number of
Units determined in accordance with this Section 3.2 (a “Warrant
Exchange”), by surrendering such Warrant Certificate at the principal
office of the Company or at the office of its transfer agent, accompanied by a
notice stating such Holder’s intent to effect such exchange, the number of
Underwriter Warrants to be so exchanged and the date on which the Holder
requests that such Warrant Exchange occur (the “Notice of Exchange”). 
The Warrant Exchange shall take place on the date specified in the Notice of
Exchange or, if later, the date the Notice of Exchange is received by the
Company (the “Exchange Date”).  Certificates for the Units issuable
upon such Warrant Exchange and, if applicable, a new Warrant Certificate of
like tenor representing the Underwriter Warrants which were subject to the
surrendered Warrant Certificate and not included in the Warrant Exchange, shall
be issued as of the Exchange Date and delivered to the Holder within three (3) business
days following the Exchange Date.  In connection with any Warrant
Exchange, the Holder shall be entitled to subscribe for and acquire (i) the
number of Units (rounded to the next highest integer) which would, but for such
Warrant Exchange, then be issuable pursuant to the provisions of Section 3.1
above upon the exercise of the Underwriter Warrants specified by the Holder in
its Notice of Exchange (the “Total Share Number”) less (ii) the
number of Units equal to the quotient obtained by dividing (a) the product
of the Total Share Number and the existing Exercise Price per Share (as
hereinafter defined) by (b) the Market Price (as hereinafter defined) of a
Public Unit on the trading day immediately preceding the Warrant
Exchange.  “Market Price” at any date shall be deemed to be the
last reported sale price or, in case no such reported sales takes place on such
day, the average of the last reported sale prices for the last three (3) consecutive
trading days, in either case as officially reported by the principal securities
exchange on which the Common Stock is listed or admitted to trading or as
reported in the Nasdaq Global Market, or, if the Common Stock is not listed or
admitted to trading on any national securities exchange or quoted on the Nasdaq
Global Market, the closing bid price as furnished by (i) the OTC Bulletin
Board or successor trading market or (ii) if not listed on the OTC
Bulletin Board (or its successor market), the “pink sheets.”  If the Common Stock is not listed or admitted
to trading on any national securities exchange or quoted on the Nasdaq Global
Market, and closing bid prices are not furnished the OTC Bulletin Board or
successor trading market, or the “pink sheets,” then the Market Price shall be
determined in good faith by the mutual agreement of the Board of Directors of
the Company, (which shall prepare and deliver to the applicable Holder its
proposed market price and an analysis setting for basis for its determination),
and the applicable Holder.


 


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4.             Issuance
of Certificates.


 


Upon
the exercise of the Underwriter Warrants, the issuance of certificates for the
Units purchased shall be made no later than three (3) business days
thereafter without charge to the Holder thereof including, without limitation,
any tax which may be payable in respect of the issuance thereof, and such
certificates shall (subject to the provisions of Article 5 hereof) be
issued in the name of, or in such names as may be directed by, the Holder
thereof; provided, however, that the Company shall not be
required to pay any transfer tax which may be payable in respect of any
transfer involved in the issuance and delivery of any such certificates in a
name other than that of the Holder, and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.


 


The certificates
representing the Units shall be executed on behalf of the Company by the manual
or facsimile signature of the present or any future Chief Executive Officer or
President of the Company under its corporate seal (if any) reproduced thereon,
attested to by the manual or facsimile signature of the present or any future
Secretary or Assistant Secretary of the Company.  Warrant Certificates
shall be dated the date of execution by the Company upon initial issuance,
division, exchange, substitution or transfer.


 


Upon exercise, in part or in
whole, of the Underwriter Warrants, certificates representing the Units
purchased (the “Warrant Securities”), shall bear a legend substantially
similar to the following:


 


“The securities represented
by this certificate and the other securities issuable upon exercise thereof
have not been registered for purposes of public distribution under the
Securities Act of 1933, as amended (the “Act”), and may not be offered
or sold except (i) pursuant to an effective registration statement under
the Act, or (ii) upon the delivery by the holder to the Company of an
opinion of counsel, reasonably satisfactory to counsel to the Company, stating
that an exemption from registration under such Act is available.”


 


5.             Restriction on Transfer of Underwriter
Warrants.


 


The
Holder of a Warrant Certificate, by the Holder’s acceptance thereof, covenants
and agrees that the Underwriter Warrants are being acquired as an investment and not with a view to the
distribution thereof, and that the Underwriter Warrants may not be sold during the Public Offering, or
sold, transferred, assigned, pledged or hypothecated, or be the subject of any
hedging, short sale, derivative, put or call transaction that would result in
the effective economic disposition of the Underwriter Warrants for a period of one (1) year from                           ,
2008 except to the Underwriter or the Designees, provided that any portion of
the Warrant so transferred shall remain subject to the above restriction for
the remainder of the restriction period.


 


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6.             Price.


 


6.1           Initial and Adjusted Exercise
Price.  The initial exercise price of each Underwriter Warrant shall
be $         per Unit.  The adjusted Exercise Price per Unit shall be
the prices which shall result from time to time from any and all adjustments of
the initial Exercise Price per Share in accordance with the provisions of Article 8
hereof.


 


6.2           Exercise Price.  The term “Exercise Price”
herein shall mean the initial exercise price or the adjusted exercise price,
depending upon the context.


 


7.             Registration
Rights.


 


7.1           Registration Under the Securities Act of 1933. 
None of the Underwriter Warrants have been registered for purposes of public
distribution under the Securities Act of 1933, as amended (the “Act”).


 


7.2           Registrable Securities.  As used herein, the
term “Registrable Security” means each of the Warrants, the Units, and
any shares of Common Stock issued upon any stock split or stock dividend in respect
of such Warrants or Units; provided, however, that with respect
to any particular Registrable Security, such security shall cease to be a
Registrable Security when, as of the date of determination, (i) it has
been effectively registered under the Act and disposed of pursuant thereto, (ii) registration
under the Act is no longer required for the Holder for subsequent public
distribution of such security under Rule 144(k) promulgated under the
Act or otherwise, or (iii) it has ceased to be outstanding.  
The term “Registrable Securities” means any and/or all of the securities
falling within the foregoing definition of a “Registrable Security.” In
the event of any merger, reorganization, consolidation, recapitalization or
other change in corporate structure affecting the Common Stock, such adjustment
shall be made in the definition of “Registrable Security” as is
appropriate in order to prevent any dilution or enlargement of the rights
granted pursuant to this Article 7.


 


7.3           Piggyback Registration.  If, within seven (7) years
following the effective date of the Public Offering, the Company proposes to
prepare and file one or more post-effective amendments to the registration
statement filed in connection with the Public Offering or any new registration
statement or post-effective amendments thereto covering equity or debt
securities of the Company, or any such securities of the Company held by its
shareholders (in any such case, other than in connection with a merger,
acquisition or pursuant to Form S-8 or successor form)(for purposes of
this Article 7, collectively, the “Registration Statement”), it
will give written notice of its intention to do so by certified mail, return
receipt requested (“Notice”), at least thirty (30) days prior to the
filing of each such Registration Statement, to all Holders of the Registrable
Securities.  Upon the written request of such a Holder (a “Requesting
Holder”), made within twenty (20) days after receipt by the Holder of the
Notice, that the Company include any of the Requesting Holder’s Registrable
Securities in the proposed Registration Statement, the Company shall, as to
each such Requesting Holder, use its best efforts to effect the registration
under the Act of the Registrable Securities which it has been so requested to
register (“Piggyback Registration”), at the Company’s sole cost and
expense and at no cost or expense to the Requesting Holders (except as provided
in Section 7.5(b) hereof).


 


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Notwithstanding the provisions
of this Section 7.3, the Company shall have the right at any time after it
shall have given written notice pursuant to this Section 7.3 (irrespective
of whether any written request for inclusion of Registrable Securities shall
have already been made) to elect not to file any such proposed Registration
Statement, or to withdraw the same after the filing but prior to the effective
date thereof, without incurring any liability to any holder of Registrable
Securities.


 


7.4           Demand
Registration.


 


(a)           At any time beginning at such time as the Company is
eligible to use a registration statement on Form S-3 under the Act (or
applicable successor form) for secondary offerings of securities and ending
five (5) years after the effective date of the Public Offering, any “Majority
Holder” (as such term is defined in Section 7.4(c) below) of the
Registrable Securities shall have the right (which right is in addition to the
piggyback registration rights provided for under Section 7.3 hereof),
exercisable by written notice to the Company (the “Demand Registration
Request”), to have the Company prepare and file with the Securities and
Exchange Commission (the “Commission”) on one occasion, at the sole
expense of the Company (except as provided in Section 7.5(b) hereof),
a Registration Statement on Form S-3 (or applicable successor form) and
such other documents, including a prospectus, as may be necessary (in the
opinion of both counsel for the Company and counsel for such Majority Holder)
in order to comply with the provisions of the Act, so as to permit a public
offering and sale of the Registrable Securities by the Holders thereof. 
The Company shall use its best efforts to cause the Registration Statement to
become effective under the Act so as to permit a public offering and sale of
the Registrable Securities by the Holders thereof.  Once effective, the
Company will use its best efforts to maintain the effectiveness of the
Registration Statement until the earlier of (i) the date that all of the
Registrable Securities have been sold or (ii) the date the Holders thereof
receive an opinion of counsel to the Company that all of the Registrable
Securities may be freely traded without registration under the Act under Rule 144(k) promulgated
under the Act or otherwise.


 


(b)           The Company covenants and agrees to give written notice of
any Demand Registration Request to all Holders of the Registrable Securities
within ten (10) business days from the date of the Company’s receipt of
any such Demand Registration Request.  After receiving notice from the
Company as provided in this Section 7.4(b), holders of Registrable
Securities may request the Company to include their Registrable Securities in
the Registration Statement to be filed pursuant to Section 7.4(a) hereof
by notifying the Company of their decision to have such securities included
within fifteen (15) business days of their receipt of the Company’s notice.


 


(c)           The term “Majority Holder” as used in Section 7.4
hereof shall mean any Holder or any combination of Holders of Registrable
Securities, if included in such Holders’ Registrable Securities, that hold an
aggregate number of Shares (including Shares already issued, Shares issuable
pursuant to the exercise of outstanding Warrants or Shares obtained or
obtainable by separation of the Shares from the Units of Holders) as would
constitute a majority of the aggregate number of shares of Common Stock
outstanding (including Units 


 


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already issued and Units
issuable pursuant to the exercise of outstanding Underwriter Warrants) that are
Registrable Securities.


 


7.5           Covenants of
the Company With Respect to Registration.  The Company
covenants and agrees as follows:


 


(a)           In connection with any registration under Section 7.4
hereof, the Company shall file the Registration Statement as expeditiously as
possible, but in any event no later than thirty (30) days following receipt of
any demand therefor, shall use its best efforts to have any such Registration
Statement declared effective at the earliest possible time, and shall furnish
each Holder of Registrable Securities such number of prospectuses as shall
reasonably be requested.


 


(b)           The Company shall pay all costs, fees and expenses (other
than underwriting fees, discounts and nonaccountable expense allowance
applicable to the Registrable Securities and fees and expenses of counsel
retained by the Holders of Registrable Securities) in connection with all
Registration Statements filed pursuant to Sections 7.3 and 7.4(a) hereof
including, without limitation, the Company’s legal and accounting fees,
printing expenses, and blue sky fees and expenses and any fees due to Financial
Industry Regulatory Authority (“FINRA”) related to such registration or sale of
any of the Registrable Securities.


 


(c)           The Company will take all necessary action which may be
required in qualifying or registering the Registrable Securities included in
the Registration Statement for offering and sale under the securities or blue
sky laws of such states as are requested by the Holders of such securities and
for obtaining the clearance of FINRA member firms to participate in the
distribution of such Registrable Securities; provided, however, that the
Company shall not be required in connection therewith to qualify to do business
or file a general consent to service of process in any jurisdiction if the
Board of Directors of the Company determines in good faith that the same would
be materially detrimental to the Company.


 


(d)           The Company shall indemnify any Holder of the Registrable
Securities to be sold pursuant to any Registration Statement and any
underwriter or person deemed to be an underwriter under the Act and each
person, if any, who controls such Holder or underwriter or person deemed to be
an underwriter within the meaning of Section 15 of the Act or Section 20(a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”),
against all loss, claim, damage, expense or liability (including all expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Act, the Exchange
Act or otherwise, arising from such registration statement to the same extent
and with the same effect as the provisions pursuant to which the Company has agreed
to indemnify the Underwriter as set forth in Section 8 of the Underwriting
Agreement and to provide for just and equitable contribution as set forth in Section 9
of the Underwriting Agreement.


 


(e)           Any Holder of Registrable Securities to be sold pursuant
to a registration statement, and such Holder’s successors and assigns, shall
severally, and not jointly, indemnify the Company, its officers and directors
and each person, if any, who controls 


 


6

















 


the Company within the
meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability (including
all expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under the
Act, the Exchange Act or otherwise, arising from information furnished by or on
behalf of such Holder, or such Holder’s successors or assigns, for specific
inclusion in such Registration Statement to the same extent and with the same
effect as the provisions pursuant to which the Underwriter has agreed to
indemnify the Company as set forth in Section 8 of the Underwriting
Agreement and to provide for just and equitable contribution as set forth in Section 9
of the Underwriting Agreement.


 


(f)            Nothing contained in this Agreement shall be construed as
requiring any Holder to exercise the Underwriter Warrants held by such Holder
prior to the initial filing of any registration statement or the effectiveness
thereof.


 


(g)           If the Company shall fail to comply with the provisions of
this Article 7, the Company shall, in addition to any other equitable or
other relief available to the Holders of Registrable Securities, be liable for
any or all incidental, special and consequential damages sustained by the
Holders of Registrable Securities requesting registration of their Registrable
Securities.


 


(h)           In connection with any offering involving an underwriting
of shares of the Company’s Common Stock pursuant to Section 7.3, the
Company shall not be required to include any of the Registrable Securities in
such underwriting unless the Holders accept the terms of the underwriting as
agreed upon between the Company and its underwriters, and then only in such
quantity as the underwriters determine in their sole discretion will not
jeopardize the success of the offering by the Company.  If the total number of securities to be
included in such offering, including the Registrable Securities requested by
Holders to be included therein, exceeds the amount of securities that the
underwriters determine in their reasonable discretion is compatible with the
success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities,
which the underwriters and the Company determine in their sole discretion will
not jeopardize the success of the offering. 
In the event that the underwriters determine that less than all of the
Registrable Securities requested to be registered can be included in such
offering, then the Registrable Securities that are included in such offering
shall be allocated in the following manner: 
(i) to the Company and, if there is a balance of Registrable
Securities remaining, (ii) to the Holders, provided that if the balance of
Registrable Securities remaining is not sufficient to include in the offering
all of the Registrable Securities requested to be registered by the Holders,
the number of Registrable Securities to be included for any holder shall be
determined pro rata based on the proportionate number of Registrable Securities
then held (regardless of whether or not such any such Holder has requested that
all such Registrable Securities be included), and, if there is a balance of
Registrable Securities remaining, (iii) to the other stockholders holding
rights as selling security holders, but excluding any stockholder who is an
officer or director of the Company.  If
there is a balance of Registrable Securities remaining after all of the Registrable
Securities requested to be registered by the Company, the Holders and the other
stockholders holding rights as selling security holders who are not officers
and directors of the 


 


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Company, then Registrable
Securities held by officers and directors of the Company may be included in
such offering.


 


(i)            The Company shall not permit the inclusion of any
securities other than the Registrable Securities to be included in any
Registration Statement filed pursuant to Section 7.4 hereof, without the
prior written consent of the Majority Holders, which consent shall not be
unreasonably withheld.


 


(j)            The Company shall promptly deliver copies of all
correspondence between the Commission and the Company, its counsel or its
auditors with respect to the Registration Statement to each Holder of
Registrable Securities included for registration in such Registration Statement
pursuant to Section 7.3 hereof or Section 7.4 hereof requesting such
correspondence and to the managing underwriter, if any, of the offering in
connection with which such Holder’s Registrable Securities are being registered
and shall permit each Holder of Registrable Securities and such underwriter to
do such reasonable investigation, upon reasonable advance notice, with respect
to information contained in or omitted from the Registration Statement as it
deems reasonably necessary to comply with applicable securities laws or rules of
the NASD.  Such investigation shall include access to books, records and
properties and opportunities necessary or helpful to discuss the business of
the Company with its officers and independent auditors, all to such reasonable
extent and at such reasonable times and as often as any such Holder of
Registrable Securities or underwriter shall reasonably request; provided, that
the Company may require each such Holder or underwriter to enter into
reasonable confidentiality and non-disclosure agreements with respect to the
information contained in or derived from such investigations.


 


8.             Adjustments
of Exercise Price and Number of Securities. 
The following adjustments apply to the Exercise Price of the Underwriter
Warrants with respect to the Units
and the number of Units purchasable upon exercise of the Underwriter
Warrants.


 


8.1           Computation of
Adjusted Price.  In case the Company shall at any time after
the date hereof pay a dividend in shares of Common Stock or make a distribution
in shares of Common Stock, then upon such dividend or distribution, the
Exercise Price in effect immediately prior to such dividend or distribution
shall forthwith be reduced to a price determined by dividing:


 


(a)           an amount equal to the total number of shares of Common
Stock outstanding immediately prior to such dividend or distribution multiplied
by the Exercise Price in effect immediately prior to such dividend or
distribution, by


 


(b)           the total number of shares of Common Stock outstanding
immediately after such issuance or sale.


 


For the purposes of any
computation to be made in accordance with the provisions of this Section 8.1,
the Common Stock issuable by way of dividend or other distribution on any stock
of the Company shall be deemed to have been issued immediately after


 


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the opening of business on
the date following the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution.


 


8.2           Subdivision and Combination.  In case the
Company shall at any time subdivide or combine the outstanding shares of Common
Stock, the Exercise Price shall forthwith be proportionately decreased in the
case of subdivision or proportionately increased in the case of combination.


 


8.3           Adjustment in Number of Securities.  Upon each
adjustment of the Exercise Price pursuant to the provisions of this Article 8,
the number of Units issuable upon the exercise of each Warrant shall be
adjusted to the nearest full number by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number of
Units issuable upon exercise of the Underwriter Warrants immediately prior to
such adjustment and dividing the product so obtained by the adjusted Exercise
Price.


 


8.4           Reclassification, Consolidation, Merger, etc. 
In case of any reclassification or change of the outstanding shares of Common
Stock (other than a change in par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination), or in the case
of any consolidation of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger in which the Company
is the surviving corporation and which does not result in any reclassification
or change of the outstanding shares of Common Stock, except a change as a result
of a subdivision or combination of such shares or a change in par value, as
aforesaid), or in the case of a sale or conveyance to another corporation of
all or substantially all of the assets of the Company, the Holders shall
thereafter have the right to purchase the kind and number of shares of stock
and other securities and property receivable upon such reclassification,
change, consolidation, merger, sale or conveyance as if the Holders were the
owners of the Units immediately prior to any such events, at a price equal to
the product of (x) the number of shares of Common Stock issuable upon
exercise of the Holders’ Underwriter Warrants and (y) the exercise prices
for the Underwriter Warrants in effect immediately prior to the record date for
such reclassification, change, consolidation, merger, sale or conveyance as if
such Holders had exercised the Underwriter Warrants.


 


8.5           Determination of Outstanding Common Stock. 
The number of Common Stock at any one time outstanding shall include the
aggregate number of shares issued and the aggregate number of shares issuable
upon the exercise of options, rights, warrants and upon the conversion or
exchange of convertible or exchangeable securities.


 


8.6           [reserved]


 


8.7           Dividends and Other Distributions with Respect to
Outstanding Securities.  In the event that the Company shall at any
time prior to the exercise of all Underwriter Warrants make any distribution of
its assets to holders of its Common Stock as a liquidating or a partial
liquidating dividend, then the Holder of Underwriter Warrants who exercises its
Underwriter Warrants after the record date for the determination of those
Holders of Common Stock entitled to such distribution of assets as a
liquidating or partial liquidating 


 


9

















 


dividend shall be entitled
to receive for the exercise price per Warrant, in addition to each share of
Common Stock, the amount of such distribution (or, at the option of the
Company, a sum equal to the value of any such assets at the time of such
distribution as determined by the Board of Directors of the Company in good
faith) which would have been payable to such Holder had he been the Holder of
record of the Common Stock receivable upon exercise of his Warrant on the
record date for the determination of those entitled to such distribution. 
At the time of any such dividend or distribution, the Company shall make
appropriate reserves to ensure the timely performance of the provisions of this
Subsection 8.7.


 


8.8           Subscription Rights for Shares of Common Stock or Other
Securities.  In the case that the Company or an affiliate of the
Company shall at any time after the date hereof and prior to the exercise of
all the Underwriter Warrants issue any rights, warrants or options to subscribe
for shares of Common Stock or any other securities of the Company or of such
affiliate to all the shareholders of the Company, the Holders of unexercised
Underwriter Warrants on the record date set by the Company or such affiliate in
connection with such issuance of rights, warrants or options shall be entitled,
in addition to the shares of Common Stock or other securities receivable upon
the exercise of the Underwriter Warrants, to receive such rights, warrants or
options that such Holders would have been entitled to receive had they been, on
such record date, the holders of record of the number of whole shares of Common
Stock then issuable upon exercise of their outstanding Underwriter Warrants
(assuming for purposes of this Section 8.8, that the exercise of the
Underwriter Warrants is permissible immediately upon issuance).


 


9.             Exchange
and Replacement of Warrant Certificates.


 


Each
Warrant Certificate is exchangeable without expense, upon the surrender thereof
by the registered Holder at the principal executive office of the Company, for
a new Warrant Certificate of like tenor and date representing in the aggregate
the right to purchase the same number of securities in such denominations as
shall be designated by the Holder thereof at the time of such surrender.


 


Upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of any Warrant Certificate and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of the Warrant Certificate, if mutilated, the
Company will make and deliver a new Warrant Certificate of like tenor in lieu
thereof.


 


10.           Elimination
of Fractional Interests.


 


The Company shall not be
required to issue certificates representing fractions of Units upon the
exercise of the Underwriter Warrants, nor shall it be required to issue scrip
or pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up
to the nearest whole number of Units.


 


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11.           Reservation and
Listing of Securities.


 


The Company
shall at all times reserve and keep available out of its authorized shares of
Common Stock, solely for the purpose of issuance upon the exercise of the
Underwriter Warrants, such number of Units, Warrants and shares Common Stock as
shall be issuable upon the exercise thereof.  The Company covenants and
agrees that, upon exercise of the Underwriter Warrants and payment of the
Exercise Price therefor, all Units issuable upon such exercise shall be duly and
validly issued, fully paid, non-assessable and not subject to the preemptive
rights of any shareholder.  As long as the Underwriter Warrants shall be
outstanding, the Company shall use its best efforts to cause all shares of
Common Stock issuable upon the exercise of the Underwriter Warrants to be
listed on the Over-The-Counter Bulletin Board, or any successor trading market
on which the Common Stock may be listed and/or quoted.


 


12.           Notices to
Warrant Holders.


 


Nothing
contained in this Agreement shall be construed as conferring upon the Holder or
Holders the right to vote or to consent or to receive notice as a shareholder
in respect of any meetings of shareholders for the election of directors or any
other matter, or as having any rights whatsoever as a shareholder of the
Company.  If, however, at any time prior to the expiration of the
Underwriter Warrants and their exercise, any of the following events shall
occur:


 


(a)           the Company shall take a record of
the holders of its shares of Common Stock for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of current or retained
earnings, as indicated by the accounting treatment of such dividend or distribution
on the books of the Company; or


 


(b)           the Company shall offer to all the
holders of its Common Stock any additional shares of capital stock of the
Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor; or


 


(c)           a dissolution, liquidation or winding
up of the Company (other than in connection with a consolidation or merger) or
a sale of all or substantially all of its property, assets and business as an
entirety shall be proposed; or


 


(d)           reclassification or change of the
outstanding shares of Common Stock (other than a change in par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), consolidation of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger in which the Company
is the surviving corporation and which does not result in any reclassification
or change of the outstanding shares of Common Stock, except a change as a
result of a subdivision or combination of such shares or a change in par value,
as aforesaid), or a sale or conveyance to another corporation of the property
of the Company as an entirety is proposed; or


 


11

















 


(e)           The Company or an affiliate of the
Company shall propose to issue any rights to subscribe for shares of Common
Stock or any other securities of the Company or of such affiliate to all the
shareholders of the Company;


 


then, in any
one or more of said events, the Company shall give written notice to the Holder
or Holders of such event at least fifteen (15) business days prior to the date
fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, options or
warrants, or entitled to vote on such proposed dissolution, liquidation,
winding up or sale.  Such notice shall specify such record date or the
date of closing the transfer books, as the case may be.  Failure to give
such notice or any defect therein shall not affect the validity of any action
taken in connection with the declaration or payment of any such dividend or distribution,
or the issuance of any convertible or exchangeable securities or subscription
rights, options or warrants, or any proposed dissolution, liquidation, winding
up or sale.


 


13.           [reserved]


 


14.           Notices.


 


All notices,
requests, consents and other communications hereunder shall be in writing and
shall be deemed to have been duly made when delivered, or mailed by registered
or certified mail, return receipt requested:


 


(a)           If to a registered Holder of the
Underwriter Warrants, to the address of such Holder as shown on the books of
the Company; or


 


(b)           If to the Company, to the address set
forth in Section 3 of this Agreement or to such other address as the
Company may designate by notice to the Holders given pursuant to this section.


 


15.           Supplements and
Amendments.


 


The Company
and the Underwriter may from time to time supplement or amend this Agreement
without the approval of any Holders of the Underwriter Warrants and/or Warrant
Securities in order to cure any ambiguity, to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Underwriter may deem
mutually necessary or desirable and which the Company and the Underwriter
mutually deem not to adversely affect the interests of the Holders of Warrant
Certificates.


 


12

















 


16.           Successors.


 


All the
covenants and provisions of this Agreement by or for the benefit of the Company
and the Holders inure to the benefit of their respective successors and
permitted assigns hereunder.


 


17.           [Reserved.]


 


18.           Governing
Law.


 


This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of Minnesota and for
all purposes shall be construed in accordance with the laws of said State,
other than its conflicts of laws provisions.


 


19.           Benefits of this
Agreement.


 


Nothing in
this Agreement shall be construed to give to any person or corporation other
than the Company and the Underwriter and any other registered Holder or Holders
of the Warrant Certificates or Warrant Securities any legal or equitable right,
remedy or claim under this Agreement; and this Agreement shall be for the sole
and exclusive benefit of the Company and the Underwriter and any other Holder
or Holders of the Warrant Certificates or Warrant Securities.


 


20.           Counterparts.


 


This Agreement
may be executed in any number of counterparts, and each of such counterparts
shall for all purposes be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.


 


13

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.


 


	
   

  	
  PROUROCARE
  MEDICAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FELTL AND
  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  John C.
  Feltl

  
	
   

  	
   

  	
   

  	
  Director of
  Capital Markets

  



 


14

















 


 


THE WARRANTS
REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON THE DELIVERY
BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY
TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER
THE ACT IS AVAILABLE.


 


THE TRANSFER
OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN
ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.


 


EXERCISABLE ON OR BEFORE


 


5:00 P.M., MINNEAPOLIS TIME,                 ,
2013


 


No. W-                                                                               
Warrants


 


15

















 


WARRANT CERTIFICATE


 


This Warrant
Certificate certifies that Feltl and Company, Inc. or its registered
assigns, is the registered holder of               
Warrants to purchase, at any time from                         ,
2009 until 5:00 P.M. Minneapolis, Minnesota time on                   ,
2013 (“Expiration Date”), up to             
(the “Units”) with each unit consisting of one share of common stock, $0.00001
par value (a “Share”) and one redeemable common stock warrant entitling the
holder to acquire one Share (a “Warrant”) of (the “Common Stock”), of
ProUroCare Medical Inc., a Nevada corporation (the “Company”), at an
initial exercise price, subject to adjustment in certain events (the “Exercise
Price”), of $         per Unit,
upon surrender of this Warrant Certificate and payment of the Exercise Price at
an office or agency of the Company, but subject to the conditions set forth
herein and in the Underwriter’s Warrant Agreement dated as of                 ,
between the Company and Feltl and Company, Inc. (the “Warrant
Agreement”).  Payment of the Exercise Price may be made in cash or by
check payable to the order of the Company, or any combination thereof.


 


No Warrant may
be exercised after 5:00 P.M., Minneapolis, Minnesota time, on the
Expiration Date, at which time all Warrants evidenced hereby, unless exercised
prior thereto, shall thereafter be void.


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants
issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Company and the holders (the words “holders”
or “holder” means the registered holders or registered holder) of the
Warrants.


 


The Warrant
Agreement provides that upon the occurrence of certain events, the Exercise
Price and the type and/or number of the Company’s securities issuable thereupon
may, subject to certain conditions, be adjusted.  In such event, the
Company will, at the request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and the number and/or type of
securities issuable upon the exercise of the Warrants; provided, however,
that the failure of the Company to issue such new Warrant Certificates shall
not in any way change, alter, or otherwise impair the rights of the holder as
set forth in the Warrant Agreement.


 


Upon due
presentment for registration of transfer of this Warrant Certificate at an
office or agency of the Company, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection therewith.


 


Upon the
exercise of less than all of the Warrants evidenced by this Certificate, the
Company shall forthwith issue to the holder hereof a new Warrant Certificate
representing such number of unexercised Warrants.


 


16

















 


The Company
may deem and treat the registered holder(s) hereof as the absolute owner(s) of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, and of
any distribution to the holder(s) hereof, and for all other purposes, and
the Company shall not be affected by any notice to the contrary.


 


All terms used
in this Warrant Certificate which are defined in the Warrant Agreement shall
have the meanings assigned to them in the Warrant Agreement.


 


IN WITNESS
WHEREOF, the Company has caused this Warrant Certificate to be duly executed.


 


 


	
  Dated:

  	
   

  	
   

  	
  PROUROCARE
  MEDICAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


17

















 


[FORM OF ELECTION TO PURCHASE]


 


The
undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase
                  
Units and herewith tenders in payment for such securities, cash or check
payable to the order of ProUroCare Medical, Inc. in the amount of
$                    ,
all in accordance with the terms hereof.  The undersigned requests that a
certificate for such securities be registered in the name of
                                                              ,
whose address is
                                                    ,
and that such Certificate be delivered to
                                                                        ,
whose address is
                                                          .


 


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
  (Signature
  must conform in all respects to the name of holder as specified on the face
  of the Warrant Certificate or with the name of the assignee appearing in the
  assignment form, if any.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Insert
  Social Security or Tax Identification Number of Holder)

  



 


18

















 


[FORM OF ASSIGNMENT]


 


(To be executed by the registered holder if such holder


desires to transfer the Warrant Certificate.)


 


FOR VALUE
RECEIVED,
                                                                                            
hereby sells, assigns and transfers unto


 


 


(Please print name, address and social security or tax identification
number of assignee)


 


this Warrant
Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint
                              ,
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.


 


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
  (Signature
  must conform in all respects to the name of holder as specified on the face
  of the Warrant Certificate or with the name of the assignee appearing in the
  assignment form, if any.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Insert
  Social Security or Tax Identification Number of Holder)

  



 


19

















 


[CASHLESS EXERCISE FORM]


 


(To be executed upon exercise of Warrant


pursuant to Section 3.2)


 


To:          PROUROCARE MEDICAL INC.


 


The
undersigned hereby irrevocably elects a cashless exercise of the right to
purchase represented by the attached Warrant Certificate for, and to purchase
thereunder,
                              
Shares, as provided for in Section 3.2 therein.


 


Please issue a
certificate or certificates for such Units in the names of:


 


	
  Name

  	
   

  	
   

  	
  Address

  	
   

  	
   

  
	
   

  	
  (Please print name)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  and deliver
  such certificate or certificates to (if different from above):

  
	
   

  
	
  Name

  	
   

  	
   

  	
  Address

  	
   

  	
   

  
	
   

  	
  (Please print name)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Insert
  Social Security or Tax Identification Number of Holder)

  
								



 


 


NOTE: The
above signature should correspond exactly with the name on the first page of
this Warrant Certificate or with the name of the assignee appearing in the
assignment form, if any.


 


And if said
number of shares shall not be all the shares purchasable under the attached
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
the undersigned for the remaining balance of the shares purchasable thereunder.


 


20