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 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 


 


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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, two (2) business days after 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 forth the 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 five (5) 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, and 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 (the “Restriction Period”) 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 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, and the registration form to be used may be used for the
registration of Registrable Securities (in any such case, other than in
connection with a merger, acquisition or pursuant to Form S-8 or successor
form, or pursuant to a demand registration as set forth in Section 7.4
hereof) (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 twenty
(20) 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 ten (10) 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
commercially reasonable best efforts to effect the registration under the Act
of the Registrable Securities which it has been so requested to 


 


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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).


 


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, the “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 commercially reasonable 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 commercially reasonable
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 ten (10) 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 


 


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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 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 forty-five (45) days following receipt of any demand therefore, shall use
its commercially reasonable 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 those states that were cleared for
sale in the Public Offering 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.


 


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(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 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 securities that are included in such
offering shall be allocated in the following manner:  (i) first, the securities the Company
proposes to sell or, if not a primary registration, the securities requested to
be included therein by the holders requesting such registration, (ii) second,
to the Holders, provided that if the 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 


 


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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
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, conditioned or delayed.


 


(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 FINRA.  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 adjustments 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 shall
be adjusted as described in the adjustments provided by Section 4 of that
certain Unit Agreement dated       , between the
Company and Interwest Transfer Company, Inc.


 


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 


 


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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.


 


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 shares Common Stock
underlying the Units and as shall be issuable upon the exercise of the
Warrants.  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 commercially reasonable 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


 


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(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


 


(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 ten (10) 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.


 


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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.


 


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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.


 


12

















 


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

  



 


13














 


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


 


14

















 


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.


 


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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:

  	
   

  



 


16

















 


[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)

  



 


17

















 


[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)

  



 


18

















 


[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.


 


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