The Warrant
and the securities issuable upon exercise of this Warrant (COLLECTIVELY, the “Securities”) have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities or Blue Sky laws
(“Blue Sky Laws”). No transfer, sale, assignment, pledge, hypothecation or other disposition of this Warrant or the
Securities or any interest therein may be made except (a) pursuant to an effective registration statement under the Securities
Act and any applicable Blue Sky Laws or (b) if the Company has been furnished with both an opinion of counsel for the holder, which
opinion and counsel shall be satisfactory to the Company, to the effect that no registration is required because of the availability
of an exemption from registration under the Securities Act and applicable Blue Sky Laws, and assurances that the transfer, sale,
assignment, pledge, hypothecation or other disposition will be made only in compliance with the conditions of any such registration
or exemption.


 


Warrant


for


Shares
of Common Stock


of





ProUroCare
Medical Inc.


 


	Warrant No. 13-      	Eden Prairie, Minnesota
	 	May 8, 2013


 


For
value received, __________________, or his successors or assigns ("Holder"), is entitled to subscribe
for and purchase from ProUroCare Medical Inc., a Nevada corporation (the "Company"), up to _____________
fully paid and non-assessable shares of the Company’s common stock, $0.00001 par value per share (the "Common Stock"),
at the price of $0.50per share, subject to adjustments as noted in Section 4 below (the "Warrant Exercise Price").


 


This warrant may be exercised
by Holder at any time or from time to time on or prior to the fifth anniversary of the date hereof.


 


This warrant is subject
to the following provisions, terms and conditions:


 


1.       Vesting.
This warrant will vest in its entirety upon the first to occur of (a) the first commercialization (i.e. sale, lease, procedure
payment or other activity in which monies are received by the Company but excluding any placements at KOL sites for post-market
studies) by the Company or (b) a Change in Control of the Company. For purposes of this Section 1, a “Change in Control”
will be defined as follows:


 


		(i)	When any “person” as defined in Section 3(a)(9) of the Securities Exchange Act as used
in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Securities Exchange Act,
but excluding the Company or any subsidiary or parent or any Executive benefit plan sponsored or maintained by the Company or any
subsidiary or parent (including any trustee of such plan acting as trustee), directly or indirectly, becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Securities Exchange Act, as amended from time to time) of securities of the Company
representing greater than fifty (50) percent of the combined voting power of the Company’s then outstanding securities; or,



 




    	 



    	 



    

 


		(ii)	the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities
of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power
of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation;



 


		(iii)	the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series
of related transactions, having similar effect);



 


		(iv)	the dissolution or liquidation of the Company; or



 


		(v)	any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing.



 


2.           Exercise of
Warrant. The rights represented by this warrant may be exercised by the Holder, in whole or in part, by written notice of exercise
delivered to the Company at least three days prior to the intended date of exercise and by the surrender of this warrant (properly
endorsed if required) at the principal office of the Company and, except in connection with a Cashless Exercise (as defined below),
upon payment to it by cash, certified check or bank draft of the purchase price for such shares. The shares so purchased shall
be deemed to be issued as of the close of business on the date on which this warrant has been exercised by its surrender and, except
in connection with a Cashless Exercise, payment to the Company of the Warrant Exercise Price. Certificates for the shares of stock
so purchased, bearing the restrictive legend set forth in Section 6 of this warrant, shall be delivered to the Holder within 15
days after the rights represented by this warrant shall have been so exercised, and, unless this warrant has expired, a new warrant
representing the number of shares, if any, with respect to which this warrant has not been exercised shall also be delivered to
the Holder within such time. No fractional shares shall be issued upon the exercise of this warrant.


 




    	 



    	 



    

 


At the option of the
Holder, payment of the Warrant Exercise Price may be made through a net exercise without payment of the Warrant Exercise Price
in cash by the Holder providing notice to the Company of the Holder’s election to receive a number of shares of Common Stock
in a cashless exercise (a "Cashless Exercise"). Upon receipt of a notice of Cashless
Exercise, the Company shall deliver to the Holder (without cash payment by the Holder of any Warrant Exercise Price)
that number of shares of Common Stock that is equal to the quotient obtained by dividing (x) the value of the portion of the warrant
being exercised on the date that the warrant shall have been surrendered (determined by subtracting the aggregate Warrant
Exercise Price for the number of shares of Common Stock as to which the warrant is being exercised from
the aggregate Fair Market Value (as hereinafter defined) of such number of shares of Common Stock), by (y) the Fair Market Value
of one share of Common Stock. A notice of Cashless Exercise shall state the number of shares of Common Stock as to which the warrant
is being exercised. "Fair Market Value" for
purposes of this Section shall mean the average of the Common Stock closing prices reported by the principal exchange on which
the Common Stock is traded, or the last sale prices as reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq") National Market,
SmallCap Market, or Over-the-Counter Bulletin Board (OTCBB), as the case may be, for the ten (10) business days immediately preceding
the date that the warrant shall have been surrendered or, in the event no public market shall exist for the Common Stock at the
time of such cashless exercise, Fair Market Value shall mean the fair market value of the Common Stock as the same shall be determined
in the good faith discretion of the Company’s Board of Directors, after full consideration of all factors then deemed relevant
by such Board of Directors in establishing such value, including by way of illustration and not limitation, the per share purchase
price of the most recent sale of shares of Common Stock by the Company after the date hereof, as evidenced by the vote of a majority
of the directors then in office. Following a Cashless Exercise, the warrant shall be canceled in all respects with regard
to (a) the number of shares of Common Stock issued in accordance with the cashless exercise plus (b) the number
of shares of Common Stock used as consideration for the Cashless Exercise.


 


3.       Certain
Covenants of the Company. The Company covenants and agrees that all shares that may be issued upon the exercise of the rights
represented by this warrant shall, upon issuance, be duly authorized and issued, fully paid and non-assessable shares. The Company
further covenants and agrees that during the period within which the rights represented by this warrant may be exercised, the Company
will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced
by this warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this warrant.


 


4.       Adjustment
of Exercise Price and Number of Shares. The number of shares the Holder may purchase and the Warrant Exercise Price shall be
subject to adjustment from time to time as hereinafter provided in this Section 4.


 


(a)       Stock
Dividend, Stock Split or Stock Combination. If the Company at any time divides the outstanding shares of its Common Stock into
a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding
shares of its Common Stock are combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior
to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such
Common Stock.


 


(b)       Effect
of Reorganization, Reclassification or Merger. If any capital reorganization or reclassification of the capital stock of the
Company, or consolidation or merger of the Company with 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 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 reorganization, reclassification,
consolidation, merger or sale, the Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions
specified in this warrant and in lieu of the shares of the Common Stock immediately theretofore purchasable and receivable upon
the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered
to the Holder if it had exercised this warrant and had received such shares of Common Stock prior to such reorganization, reclassification,
consolidation, merger or sale.


 




    	 



    	 



    

 


(c)      Notice
of Adjustment. Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class
mail, postage prepaid, addressed to the registered Holder of this warrant at the address of such Holder as shown on the books of
the Company, which notice shall state the Warrant Exercise 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 this warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.


 


5.      No
rights as Shareholder. This warrant shall not entitle the Holder to any voting rights or other rights as a shareholder of the
Company.


 


6.      Application
of Restrictions of Transfer.


 


(a)       No transfer of this warrant
may be completed unless and until (i) the Company has received an opinion of counsel for the Company that such securities may be
sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii) a registration statement relating to this warrant has been filed by the Company and declared effective by the Commission.
Subject to the foregoing, this warrant and all rights hereunder are transferable, in whole or in part, at the principal office
of the Company by the Holder in person or by duly authorized attorney, upon surrender of this warrant properly endorsed to any
person or entity who represents in writing that he/she/it is acquiring the warrant for investment and without any view to the sale
or other distribution thereof. Each Holder of this warrant, by taking or holding the same, consents and agrees that the bearer
of this warrant, when endorsed, may be treated by the Company and all other persons dealing with this warrant as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights represented by this warrant or perform the obligations
required hereby, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until such
transfer on such books, the Company may treat the registered owner hereof as the owner for all purposes.


 


(b)        Each certificate for shares
issued upon the exercise of the rights represented by this warrant shall bear a legend as follows unless, in the opinion of counsel
to the Company, such legend is not required in order to ensure compliance with the Securities Act:


 


"THE
SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED, AND THE SECURITIES ISSUABLE IN CONNECTION WITH THE CONVERSION OF SUCH SECURITIES
WILL BE ISSUED, IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES
LAWS, AND IN RELIANCE UPON THE HOLDER’S REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FOR INVESTMENT AND NOT FOR
RESALE. NO TRANSFER OF THE SECURITIES OR THE SECURITIES ISSUABLE IN CONNECTION WITH THE CONVERSION OF SUCH SECURTITIES MAY BE MADE
ON THE BOOKS OF THE COMPANY UNLESS (i) SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (ii) UNLESS THE HOLDER SHALL HAVE PROVIDED THE COMPANY WITH AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED."


 




    	 



    	 



    

 


7.       Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to
its conflicts-of-law provisions.


 


8.       Amendments
and Waivers. The provisions of this Warrant may not be amended, modified or supplemented, and waiver or consents to departures
from the provisions hereof may not be given, unless the Company agrees in writing and has obtained the written consent of the Holder.


 


9.       Successors
and Assigns. All the terms and conditions of this Warrant shall be binding upon and inure to the benefit of the permitted successors
and assigns of the Company and the Holder.


 


10.      Headings
and References. The headings of this Warrant are for convenience only and shall not affect the interpretation of this Warrant.
Unless the context indicates otherwise, all references herein to Sections are references to Sections of this Warrant.


 


11.      Notices.
All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing. Notices sent to
the Holder shall be mailed, hand delivered or faxed and confirmed to the Holder at his, her or its address set forth in the Company’s
records. Notices sent to the Company shall be mailed, hand delivered or faxed and confirmed to ProUroCare Medical Inc., 6440 Flying
Cloud Drive, Suite 101, Eden Prairie, MN 55344, or to such other address as the Company or the Holder shall notify the other as
provided in this Section.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the
Company has caused this warrant to be signed and delivered by its duly authorized officer.


 


Dated: ________________,
2013.


 





	 	ProUroCare Medical Inc.:
	 	 	 
	 	By:	 
	 	Name:	Robert J. Rudelius
	 	Title:	Vice-Chairman


  




    	 



    	 



    

 


WARRANT EXERCISE (CASH/CHECK)


 


(To be signed only upon exercise of warrant
for cash/check)


 


The undersigned,
the holder of the foregoing warrant, hereby irrevocably elects to exercise the purchase right represented by such warrant
for, and to purchase thereunder,     _______          of
the shares of Common Stock of ProUroCare Medical Inc. to which such warrant relates and herewith makes payment of
$                    
therefor in cash or by check and requests that the certificates for such shares be issued in the name of, and be delivered to
____________________________, whose address is set forth below the signature of the undersigned.


 


	Dated:                              	 
	 	(Signature)


 


____________


 


WARRANT EXERCISE (CASHLESS)


 


(To be signed only upon a Cashless Exercise
of warrant)


 


The undersigned, the
holder of the foregoing warrant, hereby irrevocably elects to exercise the purchase right represented by such warrant for                        
 of the shares of Common Stock of ProUroCare Medical Inc. to which such warrant relates pursuant to a Cashless Exercise, and
requests that certificates for _______________ shares be issued in the name of, and be delivered to ___________________________,
whose address is set forth below the signature of the undersigned.


 


	Dated:                              	 
	 	(Signature)


 


____________


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name and Address:	 
	 	 
	 	 
	 	(please typewrite or print in block letters)


 




    	 



    	 



    

 


WARRANT ASSIGNMENT


 


(To be signed only upon transfer of warrant)


 


FOR VALUE RECEIVED,                                                              
hereby sells, assigns and transfers unto:


 


	Name and Address:	 
	 	 
	 	 
	 	(please typewrite or print in block letters)


 


the right to purchase __________ shares
of Common Stock as represented by this warrant to the extent of ____________ shares of Common Stock and as to which such right
is exercisable and does hereby irrevocably constitute and appoint _________________________ attorney, to transfer the same on the
books of the Company with full power of substitution in the premises.


 


	Dated: _________	 
	 	(Signature)