Exhibit 4.28


 


SPECIMEN
WARRANT CERTIFICATE


 


THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO


5:00 P.M.
MINNEAPOLIS, MINNESOTA TIME,                       ,
2013, UNLESS SUBJECT TO PRIOR REDEMPTION


 


	
  No.

  	
  PROUROCARE
  MEDICAL INC.

  	
                 WARRANT(S)

  
	
   

  	
  Incorporated
  Under the Laws of the State of Nevada

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WARRANT
  CERTIFICATE

  	
  CUSIP
  74373C 115  

  



 


This Warrant Certificate certifies that                                                 ,
or registered assigns, is the registered holder of a warrant or warrants (a “Warrant”)
to purchase one fully paid and non-assessable shares of common stock, $0.00001
par value (the “Common Stock”), of ProUroCare Medical Inc., a Nevada
corporation (the “Company”).  Each
Warrant entitles the holder to receive from the Company that number of fully
paid and nonassessable shares of Common Stock (each, a “Warrant Share”)
as is set forth above upon exercise and surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of the Warrant
Agent.  The Warrants are subject to the
conditions set forth herein and in the Warrant Agreement referred to on the
reverse hereof.  Defined terms used in
this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Each Warrant is initially exercisable for one share
of Common Stock. The number of Warrant Shares issuable upon exercise of the
Warrants is subject to adjustment upon the occurrence of certain events as set
forth in the Warrant Agreement.  The initial Warrant Price per share of Common
Stock for any Warrant is equal to $[        ]
per share. The Warrant Price is subject to adjustment upon the occurrence of
certain events as set forth in the Warrant Agreement.  Warrants
may be exercised only during the Exercise Period subject to the conditions set
forth in the Warrant Agreement and to the extent not exercised by the end of
such Exercise Period such Warrants shall become void.  Reference
is hereby made to the further provisions of this Warrant Certificate set forth
on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant
Agreement.


 


	
   

  	
  PROUROCARE
  MEDICAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:  Secretary

  



 


Countersigned:


Dated:                     ,
20

INTERWEST TRANSFER COMPANY,
INC., as

Warrant Agent


 


	
  By

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  



 

















 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on
exercise to receive shares of Common Stock, par value $0.00001 per share, of
the Company (the “Common Stock”), and are issued or to be issued
pursuant to a Warrant Agreement dated as of December     ,
2008 (the “Warrant Agreement”), duly executed and delivered by the
Company to Interwest Transfer Company Inc. as warrant agent (the “Warrant
Agent”), 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 Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder) of the Warrants.  A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company.  Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement.  The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate,
with the form of election to purchase set forth hereon properly completed and
executed, together with payment of the Warrant Price as specified in the
Warrant Agreement at the principal corporate trust office of the Warrant
Agent.  In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued
to the holder hereof or his assignee a new Warrant Certificate evidencing the
number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the
time of exercise (i) a registration statement covering the Warrant Shares
to be issued upon exercise (other than Warrant Shares to be issued upon
exercise of any Private Warrant) is effective under the Act and (ii) a
prospectus thereunder relating to the Warrant Shares (other than Warrant Shares
to be issued upon exercise of any Private Warrant) is current.  In no event shall the Warrants be settled on
a net cash basis during the Exercise Period nor shall the Company be required
to issue unregistered shares upon the exercise of any Warrant that is not a Private
Warrant.


 


The Warrant Agreement provides that upon the
occurrence of certain events the number of Warrant Shares set forth on the face
hereof may, subject to certain conditions, be adjusted.  No fractions of a share of Common Stock will
be issued upon the exercise of any Warrant, but the Company shall round up to
the nearest whole number the number of Warrant Shares to be issued as provided
in the Warrant Agreement.


 


The Company reserves the right to call the Warrant,
at any time prior to its exercise, with a notice of call in writing to the
holders of record of the Warrant, giving 30 days’ notice of such call at any
time after the Warrant becomes exercisable if the last sale price of the Shares
has been equal to or greater than $[        ]
per share for 10 consecutive trading days.  The call price of the Warrants
is to be $0.01 per Warrant.  Any Warrant either not exercised or tendered
back to the Company by the end of the date specified in the notice of call
shall be canceled on the books of the Company and have no further value except
for the $0.01 call price.


 


Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the registered holder
thereof in person or by legal representative or attorney duly authorized in
writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent 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 in
the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith. 
The Company and the
Warrant Agent may deem and treat the registered holder(s) thereof 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, of any distribution to the holder(s) hereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. Neither the Warrants nor this Warrant
Certificate entitles any holder hereof to any rights of a stockholder of the
Company.


 

















 


Election to Purchase


 


(To Be Executed Upon Exercise Of Warrant)


 


The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, to receive                     
shares of Common Stock and herewith tenders payment for such shares to the
order of ProUroCare Medical Inc. in the amount of $            
in accordance with the terms hereof. The undersigned requests that a
certificate for such shares be registered in the name of                                 ,
whose address is                                                               
and that such shares be delivered to                                 
whose address is                       
                                            .
If said number of shares is less than all of the shares of Common Stock
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered in the name of                             ,
whose address is                                                   ,
and that such Warrant Certificate be delivered to                                   ,
whose address is                                     .


 


	
   

  	
  Signature:

  	
   

  
	
  Date:                       ,
  20

  	
   

  
	
   

  	
  Signature
  

  
	
   

  	
  Guaranteed: