X0303 4 2008-08-25 0 0001222244 ProUroCare Medical Inc. PUMD 0000901152 DAVIS JAMES L 6446 FLYING CLOUD DR EDEN PRAIRIE MN 55344 0 0 1 0 Common stock, $0.00001 par value 67988 D Common stock, $0.00001 par value 2008-08-25 4 X 0 112505 1.00 A 180493 D Warrants 5.00 2010-02-28 Common stock, $0.00001 par value 15625 15625 D Warrants 5.00 2010-03-21 Common stock, $0.00001 par value 1702 1702 D Warrants 5.00 2012-12-27 Common stock, $0.00001 par value 5800 5800 D Warrants 1.50 2013-04-02 Common stock, $0.00001 par value 25000 25000 D Warrants 5.00 2012-12-27 Common stock, $0.00001 par value 6050 6050 I Held by "Davis & Associates Inc. 401K PSP" Warrants 5.00 2012-12-27 Common stock, $0.00001 par value 700 700 I Held by "Davis & Associates Inc." Warrants 2012-12-31 Common stock, $0.00001 par value 20000 20000 D Warrants 2012-12-31 Common stock, $0.00001 par value 40000 40000 D Warrants 2012-12-31 Common stock, $0.00001 par value 10000 10000 I Held by "Davis & Associates Inc. 401K PSP" Warrants 2012-12-31 Common stock, $0.00001 par value 5000 5000 I Held by "Davis & Associates Inc." 10% Unsecures Convertible Subordintaed Debenture 2009-02-16 Common stock, $0.00001 par value 200000 200000 D Convertible Promissory Notes 2009-06-27 Common stock, $0.00001 par value 95000 95000 D Convertible Promissory Notes 2009-06-27 Common stock, $0.00001 par value 190000 190000 D Convertible Promissory Notes 2009-06-27 Common stock, $0.00001 par value 47500 47500 I Held by "Davis & Associates Inc. 401K PSP" Convertible Promissory Notes 2009-06-27 Common stock, $0.00001 par value 23750 23750 I Held by "Davis & Associates Inc." Stock Purchase Agreement - Right to buy 1.0 2008-08-25 4 X 0 112505 0 D 2008-08-29 Common stock, $0.00001 par value 112505 0 D Currently exercisable Reporting person is the Sole owner of Davis & Associates Inc. and has sole voting power. Each warrant is exercisable into common stock at 50% of the per share price of equity secutities issued in an underwritten public offering. In the event that the issuer fails to close a public offering prior to June 27, 2009, each warrant will be exercisable at 50% of the closing price of the issuer's common stock on that date. Each of the warrants will be exercisable upon the earlier of the closing of an underwritten public offering of the issuer's equity securities or June 27,2009. The Notes and accrued interest theron are convertible into common stock at 50% of the per share price of equity secutities issued in an underwritten public offering . If the issuer fails to close on an underwritten public offering by June 27, 2009 and fails to prepay the Notes, the Notes and the accrued interest thereon will convert into common stock at $0.05 per share. The Notes and accrued interest theron are convertible into common stock at 70% of the per share price of equity secutities issued in an underwritten public offering . If the issuer fails to close on an underwritten public offering by June 27, 2009 and fails to prepay the Notes, the Notes and the accrued interest thereon will convert into common stock at $0.05 per share. The principal amount and any accrued interest on the convertible debentures is convertible into common stock at $3.00 per share. Principal amount. Interest accrued at 10% and is convertible into common stock as well. Each warrant is exercisable into common stock at 70% of the per share price of equity secutities issued in an underwritten public offering. In the event that the issuer fails to close a public offering prior to June 27, 2009, each warrant will be exercisable at 70% of the closing price of the issuer's common stock on that date. Currently exercisable. The convertible debentures and any accrued interest thereon automatically convert into common stock upon the issuer's closing on an underwritten public offering. The Notes and any accrued interest thereon will convert into common stock upon the issuer's closing on an underwritten public offering. In the event that the issuer fails to close a public offering prior to June 27, 2009 and fails to prepay the Notes, the Notes and any accrued interest thereon will be automatically convert into common stock on that date. The number of shares the Notes are convertible into will be determined upon the issuer's closing of an underwritten public offering. See footnote 5. The number of shares the Notes are convertible into will be determined upon the issuer's closing of an underwritten public offering. See footnote 6. Richard B. Thon by power of attorney 2008-08-26