Exhibit 4.9
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.
FORM OF
WARRANT
FOR
SHARES OF COMMON
STOCK
OF
PROUROCARE MEDICAL
INC.
|
Warrant No.
|
Plymouth, Minnesota
|
|
|
Date
|
FOR VALUE RECEIVED,
, or its 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, $.00001 par value per share (the “ Common Stock
”), at the price of $0.50 per share, subject to adjustments
as noted in section 3 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.
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 5 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
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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.
2.
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.
3.
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 3.
(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
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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
