0001047469-08-013256 Sample Contracts

UNDERWRITER’S WARRANT AGREEMENT
’s Warrant Agreement • December 18th, 2008 • ProUroCare Medical Inc. • Surgical & medical instruments & apparatus • Minnesota

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”).

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Units ProUroCare Medical Inc. Underwriting Agreement
Underwriting Agreement • December 18th, 2008 • ProUroCare Medical Inc. • Surgical & medical instruments & apparatus • Minnesota

Introductory. ProUroCare Medical Inc., a Nevada corporation (the “Company”), proposes to sell to Feltl and Company, Inc. (the “Underwriter”) an aggregate of Units (the “Firm Units”) consisting of one share of common stock, par value $0.00001 per share (the “Common Stock”), and one redeemable common stock warrant entitling the holder to acquire one share of Common Stock (the “Warrant”) of the Company. In addition, the Company has granted to the Underwriter an option to purchase up to an additional Units (the “Optional Units”), as provided in Section 2. The Firm Units and, if and to the extent such option is exercised, the Optional Units are collectively called the “Units.”

UNIT AGREEMENT
Unit Agreement • December 18th, 2008 • ProUroCare Medical Inc. • Surgical & medical instruments & apparatus • Utah

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

WARRANT AGREEMENT
Warrant Agreement • December 18th, 2008 • ProUroCare Medical Inc. • Surgical & medical instruments & apparatus • Utah

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”).

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