Exhibit 4.29


 


	
  NUMBER

  	
   

  	
  UNITS

  
	
   

  	
   

  	
   

  
	
  U-

  	
   

  	
   

  



 


	
   

  	
  SEE
  REVERSE FOR

    CERTAIN

  DEFINITIONS

  	
  PROUROCARE MEDICAL INC.

  	
   

  	
   

  



 


CUSIP 74373C 305


 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK
AND ONE WARRANT TO 

PURCHASE ONE SHARE OF COMMON STOCK


 


THIS
CERTIFIES THAT                                                                     is
the owner                               
Units.


 


Each
Unit (“Unit”) consists of one (1) share of common stock, par value
$0.00001 per share (“Common Stock”), of ProUroCare Medical Inc., a
Nevada corporation (the “Company”), and one warrant (the “Warrant”).  Each Warrant entitles the holder to purchase
one (1) share of Common Stock for $[      ]
per share (subject to adjustment).  Each
Warrant may be exercised only during the period commencing on [                  ],
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.  The Common Stock and Warrants comprising the
Units represented by this certificate are transferable separately after [                  ].  The terms of the Units are governed by a Unit
Agreement, dated as of December     , 2008, between
the Company and Interwest Transfer Company Inc., as Unit Agent, and are subject
to the terms and provisions contained therein, all of which terms and
provisions the holder of this certificate consents to by acceptance
hereof.  The terms of the Warrants are
governed by a Warrant Agreement, dated as of December     ,
2008, between the Company and Interwest Transfer Company Inc., as Warrant
Agent, and are subject to the terms and provisions contained therein, all of
which terms and provisions the holder of this certificate consents to by
acceptance hereof.  Copies of the Warrant
Agreement and Unit Agreement are on file at the office of the Transfer Agent at
[                    ],
and are available to any Warrant or Unit holder on written request and without
cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and the
Company.


 


Witness
the facsimile signature of the Company’s duly authorized officers.


 


	
  By:

  	
  ProUroCare
  Medical Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Chief
  Executive Officer

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
  Countersigned
  by:

  	
   

  
	
   

  	
   

  
	
  Interwest
  Transfer Company Inc.

  	
   

  
	
   

  	
   

  
				



 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  



 

















 


PROUROCARE MEDICAL INC.


 


The
Company will furnish without charge to each stockholder who so requests, a
statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of
the Company and the qualifications, limitations, or restrictions of such
preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN
  COM -

  	
   

  	
  as
  tenants in common

  	
   

  	
  UNIF
  GIFT MIN ACT -                  
  

  	
   

  	
  Custodian 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN
  ENT -

  	
   

  	
  as
  tenants by the entireties

  	
   

  	
  (Cust)                  

  	
   

  	
  (Minor)

  
	
  JT
  TEN -

  	
   

  	
  as
  joint tenants with right of survivorship

  	
   

  	
  under
  Uniform Gifts to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
  and
  not as tenants in common

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
									



 


 


Additional
Abbreviations may also be used though not in the above list.


 


For
value received,                                          
hereby sell, assign and transfer unto


 


	
  PLEASE
  INSERT SOCIAL SECURITY OR

  OTHER

  
	
  IDENTIFYING
  NUMBER OF ASSIGNEE

  



 


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)


 


 


Units
represented by the within Certificate, and do hereby irrevocably constitute and
appoint


                                                     
Attorney to transfer the said Units on the books of the within named Company
will full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  



 


 


	
   

  	
   

  
	
   

  	
  Notice:

  	
  The
  signature to this assignment must correspond with the name as written upon
  the face of the certificate in every particular, without alteration or
  enlargement or any change whatever.

  



 


Signature(s) Guaranteed:


 


 


	
   

  	
   

  
	
  THE
  SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).