Exhibit 4.27


 


WARRANT
AGREEMENT


 


THIS WARRANT AGREEMENT
made as of
                ,
2008 (this “Warrant Agreement”) between ProUroCare Medical Inc., a
Nevada corporation (the “Company”), and Interwest Transfer Company Inc.,
a Utah corporation (the “Warrant Agent”).


 


WHEREAS, the Company
is engaged in a public offering (a “Public Offering”) of units (the “Units”)
and, in connection therewith, has determined to issue and deliver up to
4,657,500 warrants (the “Warrants”) to the public investors, and each of
such Public Warrants evidencing the right of the holder thereof to purchase one
share of common stock, par value $0.00001 per share, of the Company’s Common
Stock (the “Common Stock”) for
[$        ], subject to adjustment as
described herein; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a
Registration Statement, No. 333-153605 on Form S-1 (as the same may
be amended from time to time, the “Registration Statement”) for the
registration, under the Securities Act of 1933, as amended (the “Act”)
of, among other securities, the Warrants and the Common Stock issuable upon
exercise of the Warrants; and


 


WHEREAS, the Company
intends to issue (i) [              ]
warrants as part of Units issued to certain private investors upon conversion
of securities previously issued to such private investors in a private
placement (the “Private Placement”) on the effectiveness of the Public
Offering and (ii) [                      ]
warrants upon the exercise of a warrant to purchase Units granted to Feltl and
Company, Inc. on the effectiveness of the Public Offering (the “Underwriter’s
Warrant”), all of such warrants (the “Private Warrants”) to be
substantially identical to the Public Warrants; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Public Warrants and the
Private Warrants (collectively, the “Warrants”); and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of
the Warrants; and


 


WHEREAS, all acts
and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal
obligations of the Company, and to authorize the execution and delivery of this
Warrant Agreement.


 

















 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements herein contained, and
intending to be legally bound hereby, the Company and the Warrant Agent hereby
agree as follows:


 


1.                                      Appointment
of Warrant Agent.  The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the
same in accordance with the terms and conditions set forth in this Warrant
Agreement.


 


2.                                      Warrants.


 


(a)                                  Form of
Warrant.  Each Warrant shall be
issued in registered form only, shall be in substantially the form of Exhibit A
hereto and the warrant certificate for the Private Warrants shall bear the
legend set forth in Exhibit B except as set forth herein, the
provisions of which are incorporated herein and shall be signed by, or bear the
facsimile signature of, the Chief Executive Officer or Chief Financial Officer
and Secretary of the Company.  In the
event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same effect as if such
person had not ceased to be such at the date of issuance.


 


(b)                                 Effect of
Countersignature.  Unless and until
countersigned by the Warrant Agent pursuant to this Warrant Agreement, a
Warrant shall be invalid and of no effect and may not be exercised by the
holder thereof.


 


(c)                                  Registration.


 


(i)                                     Warrant
Register.  The Warrant Agent shall
maintain books (the “Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


(ii)                                  Registered
Holder.  Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant shall be registered upon
the Warrant Register (the “Registered Holder”), as the absolute owner of
such Warrant and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on the Warrant Certificate made by
anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.


 


(d)                                 Detachability of
Warrants.  Each Warrant shall
initially be issued together with one share of Common Stock as a Unit.  The share of Common Stock and Warrant 


 


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comprising a
Unit shall not be separately transferable before the 30th day following the
date of the prospectus with respect to the Company’s Public Offering (and the
Units will thereafter continue trading following such separation) (the “Detachment
Date”).  Prior to the Detachment
Date, the Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in
conjunction with, a transfer or exchange of such Unit.  Furthermore, prior to the Detachment Date,
each transfer of a Unit on the register relating to such Units shall operate
also to transfer the Warrant included in such Unit.


 


3.                                      Terms
and Exercise of Warrants.


 


(a)                                  Warrant Price.  Each Warrant shall, when countersigned by the
Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the
number of shares of Common Stock stated therein, at the price of
[$          ] per whole
share, subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3(a). 
The term “Warrant Price” as used in this Warrant Agreement refers
to the price per share at which Common Stock may be purchased at the time a
Warrant is exercised.  The Company in its
sole discretion may lower the Warrant Price; provided, however,
that the Company will provide notice to Registered Holders of Warrants of such
change in price not less than 20 days prior to such change in price becoming
effective.


 


(b)                                 Duration of
Warrants.  A Warrant may be exercised
only during the period (the “Exercise Period”) commencing on the 30th
day following the date of the prospectus with respect to the Company’s Public
Offering, and terminating at 5:00 p.m., Minneapolis, Minnesota time on the
earlier to occur of (i)               ,
2013 or (ii) the date fixed for redemption of the Warrants as provided in Section 6
of this Warrant Agreement (the “Expiration Date”). Except with respect
to the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under
this Warrant Agreement shall cease at 5:00 p.m., Minneapolis, Minnesota
time on the Expiration Date.  The Company
in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, however, that the Company will provide
notice to Registered Holders of Warrants of such extension not less than 20
days prior to such extension becoming effective.


 


(c)                                  Exercise of
Warrants.


 


(i)                                     Payment.  Subject to Section 3(c)(ii)and the other
provisions of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the Registered Holder
thereof by surrendering it, at the office of the Warrant Agent, or at the
office of its successor as Warrant Agent, at 1981 Murray Holladay Road, Suite 100,
Salt Lake City, Utah  84117, with the
subscription form, as set forth in the Warrant, duly executed, and by paying in
full, in lawful money of the United States, in cash, good certified check or
good bank draft payable to the order of the Company (or 


 


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as otherwise agreed to by the Company), the Warrant Price for each full
share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the
exchange of the Warrant for the Common Stock, and the issuance of the Common
Stock.


 


(ii)                                  Issuance
of Certificates.  As soon as
practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price, the Company shall issue to the Registered Holder
of such Warrant a certificate or certificates for the number of full shares of
Common Stock to which he, she or it is entitled, registered in such name or
names as may be directed by the Registered Holder, and if such Warrant shall
not have been exercised in full, a new countersigned Warrant for the number of
shares as to which such Warrant shall not have been exercised.  Notwithstanding the foregoing, the Company
shall not be obligated to deliver any securities pursuant to the exercise of a
Warrant unless a registration statement under the Act with respect to the
Common Stock issuable upon such exercise is effective and such securities are
qualified for sale or exempt from qualification under applicable securities
laws of the states or other jurisdictions in which the registered holders
reside.  The exercise of the Warrants may
only be settled by delivery of shares of Common Stock and the Registered Holder
shall not be entitled to the payment of cash in lieu of shares of Common Stock
(net cash settlement) upon exercise of the Warrants pursuant to the terms of
this Warrant Agreement or the Warrants.


 


(iii)                               Valid
Issuance.  All shares of Common Stock
issued upon the proper exercise of a Warrant in conformity with this Warrant
Agreement shall be validly issued, fully paid and nonassessable.


 


(iv)                              Date
of Issuance.  Each person in whose
name any such certificate for shares of Common Stock is issued shall for all
purposes be deemed to have become the holder of record of such shares on the
date on which the Warrant was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such certificate, except that, if
the date of such surrender and payment is a date when the stock transfer books
of the Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open.


 


4.                                      Adjustments.


 


(a)                                  The number of and
kind of securities purchasable upon exercise of the Warrants and the Warrant
Price shall be subject to adjustment from time to time as follows:


 


(i)                                     Subdivisions,
Combinations and Other Issuances.  If
the Company shall at any time prior to the expiration of the Warrants subdivide
its Common Stock, by split-up or otherwise, or combine its Common Stock, or
issue additional shares of its Common Stock as a dividend with respect to any
shares of its 


 


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Common Stock, the number of shares of Common
Stock issuable on the exercise of the Warrants shall be proportionately
increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. 
Appropriate adjustments shall also be made to the Warrant Price, but the
aggregate purchase price payable for the total number of shares of Common Stock
purchasable under the Warrants (as adjusted) shall remain the same.  Any adjustment under this Section 4(a)(i) shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such dividend.


 


(ii)                                  Reclassification,
Reorganization, Consolidation, Merger
and Other Changes.  In case of
any reclassification, capital reorganization or change in the Common Stock of
the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 4(a)(i) above), or consolidation or merger of the Company
with or into another corporation, or the sale of all or substantially all of
its assets to another corporation shall be effected in such a way that holders
of the Company’s Common Stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for such Common Stock,  then, as a condition of such
reclassification, reorganization, change, consolidation, merger or sale, lawful provision
shall be made, and duly executed documents evidencing the same from the Company
or its successor shall be delivered to the Registered Holder of a Warrant, so
that the Registered Holder shall have the right at any time prior to the
expiration of a Warrant to purchase, at a total price equal to that payable
upon the exercise of a Warrant, the kind and amount of shares of stock and
other securities and property receivable in connection with such
reclassification, reorganization, change, consolidation, merger or sale by a holder of the
same number of shares of Common Stock as were purchasable by the Registered
Holder immediately prior to such reclassification, reorganization, change,
consolidation, merger or sale.  In any such case appropriate provisions shall
be made with respect to the rights and interest of the Registered Holder so
that the provisions hereof shall thereafter be applicable with respect to any
shares of stock or other securities and property deliverable upon exercise
hereof, and appropriate adjustments shall be made to the purchase price per
share payable hereunder, provided the aggregate purchase price shall remain the
same.


 


(b)                                 Minimum Adjustment.  Notwithstanding anything herein to the
contrary, no adjustment under this Section 4 need be made to the Warrant
Price unless such adjustment would require an increase or decrease of at least
1% of the Warrant Price then in effect. 
Any lesser adjustment shall be carried forward and shall be made at the
time of and together with the next subsequent adjustment, which, together with
any adjustment or adjustments so carried forward, shall amount to an increase
or decrease of at least 1% of such Warrant Price.  Any adjustment to the Warrant Price carried
forward and not theretofore made shall be made prior to the conversion of the
Warrant pursuant thereto.


 


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(c)                                  Other Adjustment.  If the Company at any time or from time to
time shall take any other action, or if any other event occurs, affecting the
shares of Common Stock or its other equity interests, if any, other than an
action described in this Section 4,
then, and in each such case, the Warrant Price shall be adjusted in such manner
and at such time as the Board of Directors of the Company in good faith
determines to be equitable in the circumstances (such determination to be
evidenced in a resolution, a certified copy of which shall be mailed to the
Registered Holder).


 


(d)                                 Notices of Changes
in Warrant.  Upon every adjustment of
the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which
notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4(a), 4(b), or 4(c), then, in any
such event, the Company shall give written notice to the Registered Holder, at
the last address set forth for such holder in the Warrant Register, of the
record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 


(e)                                  No Fractional
Shares.  Notwithstanding any
provision contained in this Warrant Agreement to the contrary, the Company
shall not issue fractional shares upon exercise of Warrants. If, by reason of
any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round up to the
nearest whole number the number of the shares of Common Stock to be issued to
the Warrant holder.


 


(f)                                    Form of
Warrant.  The form of Warrant need
not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the
same number of shares as is stated in the Warrants initially issued pursuant to
this Warrant Agreement. However, the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an
outstanding Warrant or otherwise, may be in the form as so changed.


 


5.                                      Transfer
and Exchange of Warrants.


 


(a)                                  Registration of
Transfer.  The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall
be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 


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(b)                                 Procedure for
Surrender of Warrants.  Warrants may
be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears
a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


 


(c)                                  Fractional
Warrants.  The Warrant Agent shall
not be required to effect any registration of transfer or exchange which will
result in the issuance of a warrant certificate for a fraction of a warrant.


 


(d)                                 Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


 


(e)                                  Warrant Execution
and Countersignature.  The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Warrant Agreement, the Warrants required to be issued
pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly
executed on behalf of the Company for such purpose.


 


6.                                      Redemption.


 


(a)                                  Redemption.  Subject to Section 6(d) hereof, not
less than all of the outstanding Warrants may be redeemed, at the option of the
Company, at any time after they become exercisable and prior to their
expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6(a),
at the price of $0.01 per Warrant (the “Redemption Price”), provided
that the last sales price of the Common Stock has been equal to or greater than
[$        ] per share, for 10
consecutive trading days; provided, however, that the Private
Warrants issued pursuant to the Underwriter’s Warrant may not be redeemed prior
to one year following the date of the prospectus with respect to the Company’s
Public Offering and following the notice period required by Section 6(b).


 


(b)                                 Date Fixed for, and
Notice of, Redemption.  In the event
the Company shall elect to redeem all of the Warrants, the Company shall fix a
date for the redemption. Notice of redemption shall be mailed by first class
mail, postage prepaid, by the Company not less than 30 days prior to the date
fixed for redemption to the Registered Holders of the Warrants to be redeemed
at their last addresses as they shall appear on the Warrant Register. Any
notice mailed in the manner herein provided shall be conclusively presumed to
have been duly given whether or not the Registered Holder received such notice.


 


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(c)                                  Exercise After
Notice of Redemption.  The Warrants
may be exercised for cash in accordance with Section 3 of this Warrant
Agreement at any time after notice of redemption shall have been given by the
Company pursuant to Section 6(b) hereof and prior to the time and
date fixed for redemption. On and after the redemption date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 


(d)                                 Outstanding
Warrants Only.  The Company
understands that the redemption rights provided for by this Section 6
apply only to outstanding Warrants.


 


7.                                      Other
Provisions Relating to Rights of Holders of Warrants.


 


(a)                                  No Rights as
Stockholder.  A Warrant does not
entitle the Registered Holder thereof to any of the rights of a stockholder of
the Company, including, without limitation, the right to receive dividends or
other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or
the election of directors of the Company or any other matter.


 


(b)                                 Lost, Stolen,
Mutilated, or Destroyed Warrants.  If
any Warrant is lost, stolen, mutilated, or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise, including the
posting of a lost instrument bond, as they may in their discretion impose
(which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
time enforceable by anyone.


 


(c)                                  Reservation of
Common Stock.  The Company shall at
all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full
of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


(d)                                 Registration
Requirement.  Notwithstanding
anything else in this Warrant Agreement, no Warrants may be exercised unless at
the time of exercise (i) a registration statement covering the shares of
Common Stock to be issued upon exercise (other than shares of Common Stock to
be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a
prospectus thereunder relating to the shares of Common Stock (other than shares
of Common Stock to be issued upon exercise of any Private Warrant) is
current.  The Company shall use its best
efforts to have a registration statement in effect covering the shares of
Common Stock issuable upon exercise of the Warrants (other than shares of
Common Stock to be issued upon exercise of any Private Warrant) from the date
the Warrants become exercisable and to maintain a current prospectus relating
to shares of Common Stock to be issued upon exercise of the Public Warrants
until the Warrants expire or are redeemed. 
In the event that, at the end of the Exercise Period, a registration
statement covering the shares of Common Stock to be issued upon exercise (other
than shares of Common Stock to be issued upon exercise of any Private 


 


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Warrant) is
not effective under the Act, the Exercise Period shall be extended until a
registration statement covering the shares of Common Stock to be issued upon
exercise of the Public Warrants (other than shares of Common Stock to be issued
upon exercise of any Private Warrant) is effective under the Act and 30 days’
notice of such effectiveness has been provided to the Registered Holders of any
then-outstanding Public Warrants.  Upon
such 30 days’ written notice of such effectiveness to the Registered Holders of
any then-outstanding Public Warrants, all the rights of holders hereunder shall
terminate and all of the Public Warrants shall expire unexercised and
worthless.  In no event shall the
Warrants be settled on a net cash basis nor shall the Company be required to
issue unregistered shares upon the exercise of any Warrant that is not a
Private Warrant.  This Section 7(d) shall
not work to shorten the Exercise Period of the Warrants.


 


8.                                      Concerning
the Warrant Agent and Other Matters.


 


(a)                                  Payment of Taxes.  The Company will from time to time promptly
pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.


 


(b)                                 Resignation,
Consolidation, or Merger of Warrant Agent.


 


(i)                                     Appointment
of Successor Warrant Agent.  The
Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder
after giving thirty (30) days’ notice in writing to the Company.  If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant
Agent.  If the Company shall fail to make
such appointment within a period of 15 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection
by the Company), then the holder of any Warrant may apply to any court of
competent jurisdiction for the appointment of a successor Warrant Agent.  Any successor Warrant Agent, whether appointed
by the Company or by such court, shall be authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority.  After
appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such 


 


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successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 


(ii)                                  Company’s
Appointment of Successor Warrant Agent. 
The Company may, in its sole discretion, appoint a successor Warrant
Agent with thirty (30) days’ notice in writing to the Warrant Agent.


 


(iii)                               Notice
of Successor Warrant Agent.  In the
event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the
Common Stock not later than the effective date of any such appointment.


 


(iv)                              Merger
or Consolidation of Warrant Agent. 
Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Warrant Agreement without any further act.


 


(c)                                  Fees and Expenses
of Warrant Agent.


 


(i)                                     Remuneration.  The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as Warrant Agent hereunder and will
reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder, including
reasonable attorneys’ fees in accordance with the Fee Schedule attached to the
Transfer Agent Agreement, dated December 15, 2008, between the Warrant
Agent and the Company.


 


(ii)                                  Further
Assurances.  The Company agrees to
perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and
assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Warrant Agreement.


 


(d)                                 Liability of
Warrant Agent.


 


(i)                                     Reliance
on Company Statement.  Whenever in
the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chief Executive Officer or the Chief
Financial Officer of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Warrant Agreement.


 


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(ii)                                  Indemnity.  The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Warrant Agent, its officers, directors, employees, attorneys
and agents and save them harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Warrant Agreement except as a result
of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.


 


(iii)                               Exclusions.  The Warrant Agent shall have no
responsibility with respect to the validity of this Warrant Agreement or with
respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Warrant Agreement or in
any Warrant; nor shall it be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this Warrant
Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.


 


(iv)                              Actions.  The Warrant Agent shall not be obligated to take any action
hereunder which may, in the Warrant Agent’s sole judgment, involve any expense
or liability to the Warrant Agent unless it shall have been furnished with
indemnity against such expense or liability which, in the Warrant Agent’s sole
judgment, is adequate.


 


(v)                                 No Liability.  Notwithstanding any other provision of this Agreement, the Warrant Agent shall not be
obligated to perform any obligation hereunder and shall not incur any liability
for the nonperformance or breach of any obligation hereunder to the extent that
the Warrant Agent is delayed in performing, unable to perform or breaches such
obligation because of acts of God, war, terrorism, fire, floods, strikes,
electrical outages, equipment or transmission failures, or other causes
reasonably beyond its control.


 


(vi)                              No Consequential Damages.   In no event shall the Warrant
Agent be liable, directly or indirectly, for any special, indirect or consequential losses or damages of any
kind whatsoever (including but not limited to lost profits), even if the
Warrant Agent has been advised of the
possibility of such losses or damages and regardless of the form of action.


 


(vii)                           Uncertainty as to Duties.  In the event that the Warrant Agent shall be uncertain
as to its duties or rights hereunder or shall receive instructions, claims or
demands which, in its opinion, are in conflict with any of the provisions of
this Agreement, it shall be entitled to refrain from taking any action until
the questions regarding its duties 


 


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and rights are clarified to its satisfaction or it shall be directed
otherwise by a final judgment of a court of competent jurisdiction.


 


(viii)                        Reliance on Counsel.  The Warrant
Agent may consult with counsel, at the Company’s expense, and the written
advice of such counsel or any written opinion of such counsel shall be full and
complete authorization and protection for any action taken, suffered, or
omitted by the Warrant Agent in accordance with such written advice of counsel
or any such written opinion of counsel.


 


(e)                                  Acceptance of
Agency.  The Warrant Agent hereby
accepts the agency established by this Warrant Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things,
shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received by the
Warrant Agent for the purchase of shares of the Company’s Common Stock through
the exercise of Warrants.


 


9.                                      Miscellaneous
Provisions.


 


(a)                                  Successors.  All the covenants and provisions of this
Warrant Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


(b)                                 Notices.  Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Warrant Agent), as follows:


 


ProUroCare Medical Inc.


5500 Wayzata Blvd., Suite 310


Golden Valley, Minnesota  55416


Attn: Richard C. Carlson, Chief Executive Officer


 


with a copy to:


 


Dorsey & Whitney LLP


Attn:  Timothy S. Hearn, Esq.


50 South Sixth Street, Suite 1500


Minneapolis, Minnesota 
55402-1498


 


Any notice, statement or demand authorized by this Warrant Agreement to
be given or made by the holder of any Warrant or by the Company to or on the
Warrant Agent shall be sufficiently given when so delivered if by hand or
overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, or sent by
facsimile transmission (with confirmation of receipt) addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:


 


Interwest Transfer Company Inc.


1981 Murray Holladay Road, Suite 100


Salt Lake City, Utah  84117


Attn: Kurtis D. Hughes


 


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(c)                                  Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Utah applicable to
contracts made in Utah by persons domiciled in Salt Lake City and without
regard to its principles of conflicts of laws. 
Each of the parties hereto agrees to submit itself to the in personam jurisdiction of the state and
federal courts situated within the State of Utah with regard to any controversy
arising out of or relating to this Agreement. 
Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address set forth in Section 9(b) hereof
and agrees that such service shall constitute good and sufficient service of
process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  The
parties hereby waive all rights to a trial by jury.


 


(d)                                 Persons Having
Rights under this Warrant Agreement. 
Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or entity other than the parties hereto
and the Registered Holders of the Warrants (who shall, for all purposes
hereunder, be deemed third party beneficiaries of this Warrant Agreement), any
right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant Agreement shall be for the
sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.


 


(e)                                  Examination of the
Warrant Agreement.  A copy of this
Warrant Agreement shall be available at all reasonable times at the office of
the Warrant Agent at 1981 Murray Holladay Road, Suite 100, Salt Lake City,
Utah  84117, for inspection by the
Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


 


(f)                                    Counterparts.  This Warrant 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 all such counterparts shall together constitute
but one and the same instrument.


 


(g)                                 Effect of Headings.  The Section headings herein are for
convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


(h)                                 Amendments.  This Warrant Agreement may be amended by the
parties hereto without the consent of any Registered Holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Warrant Agreement as the
parties may deem necessary or desirable and 


 


13

















 


that the
parties deem shall not adversely affect the interest of the registered holders.
All other modifications or amendments (except as otherwise specifically set
forth herein), including any amendment to increase the Warrant Price or shorten
the Exercise Period, shall require the written consent of each Registered
Holder of any then-outstanding Warrant. 
Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period in accordance with Sections 3(a) and
3(b), respectively, without such consent.


 


(i)                                     Severability.  This Warrant Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Warrant
Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as a part of this Warrant Agreement a provision as similar
in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


(j)                                     Attorneys’ Fees.  If any action of law or equity is necessary
to enforce or interpret the terms of this Warrant Agreement, the prevailing
party shall be entitled to its reasonable attorneys’ fees, costs and
disbursements in addition to any other relief to which it may be entitled.


 


[Remainder of Page Intentionally Left
Blank.]


 


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IN WITNESS WHEREOF, this
Warrant Agreement has been duly executed by the parties hereto as of the day
and year first above written.


 


 


	
   

  	
   

  	
  PROUROCARE
  MEDICAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Richard C. Carlson

  
	
   

  	
   

  	
  Title:   Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTERWEST TRANSFER COMPANY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  



 


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