pvctsb2ex4_2113007.htm


    
Exhibit
      4.2  

    
 

    FORM
      OF

    SECURITIES
      PURCHASE AGREEMENT

    


    


    THIS
      SECURITIES PURCHASE AGREEMENT,
      dated as of __________, _________, is entered into by and between Provectus
      Pharmaceuticals, Inc., a Nevada corporation, with headquarters
      located at 7327 Oak Ridge Highway, Suite A, Knoxville, TN 37931 (the “Company”),
      and __________ (the "Purchaser").

    


    R
      E C I T A L S :

    


    WHEREAS,
      the Company
      and the Purchaser are executing and delivering this Agreement in accordance
      with
      and in reliance upon the exemption from securities registration for offers
      and
      sales to accredited investors afforded, inter alia, by Rule 506 under Regulation
      D (“Regulation D”) as promulgated by the United States Securities and Exchange
      Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933
      Act”), and/or Section 4(2) of the 1933 Act; and

    


    WHEREAS,
      the Company
      wishes to sell to the Purchaser and the Purchaser wish to buy from the Company
      shares of the Common Stock, $.001 par value, of the Company (the "Common
      Stock"), for the purchase of shares of Common Stock;

    


    NOW
      THEREFORE, in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties agree as follows:

    


    1.  AGREEMENT
      TO PURCHASE; PURCHASE PRICE.

     

    a.  Purchase.

     

    (i)  Subject
      to the terms and conditions of this Agreement and the other Transaction
      Agreements (as defined below), the Purchaser hereby agree to pay to the Company
      a purchase price of $_________ per share of Common Stock for __________
      (_________) shares (the "Shares"), for a total purchase price of _________
      ($_________) (the "Purchase Price").  The Purchase Price shall be paid
      within five (5) days of the Closing Date (as defined below).  The
      Company shall issue Certificates (as defined below) representing the
      Shares.

     

    (ii)  The
      Purchase Price shall be payable in United States Dollars.

     

    b.  Certain
      Definitions.         As used
      herein, each of the following terms has the meaning set forth below, unless
      the
      context otherwise requires:

     

    (i)  "1933
      Act" means the Securities Act of 1933.

     

    (ii)  "1934
      Act" means the Securities Act of 1934.

     

    (iii)  “Affiliate”
      means, with respect to a specific Person referred to in the relevant provision,
      another Person who or which controls or is controlled by or is under common
      control with such specified Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv)  "Broker"
      means __________.

     

    (v)  “Certificates”
      means the Shares, each duly executed by the Company and issued on the Closing
      Date in the name of the Purchaser.

     

    (vi)  “Closing
      Date” means the date of the closing of the purchase and sale of the Shares, as
      provided herein.

     

    (vii)  “Company
      Control Person” means each director, executive officer, promoter, and such other
      Persons as may be deemed in control of the Company pursuant to Rule 405 under
      the 1933 Act or Section 20 of the 1934 Act.

     

    (vii
      b)                      
“Effective Date” means the effective date of the Registration Statement covering
      the Registrable Securities.

     

    (viii)  “Holder”
      means the Person holding the relevant Securities at the relevant
      time.

    (ix)  “Last
      Audited Date” means December 31, 2005.

     

    (x)  “Material
      Adverse Effect” means an event or combination of events, which individually or
      in the aggregate, would reasonably be expected to (w) adversely affect the
      legality, validity or enforceability of the Securities or any of the Transaction
      Agreements, (x) have or result in a material adverse effect on the results
      of
      operations, assets, prospects, or condition (financial or otherwise) of the
      Company and its subsidiaries, taken as a whole, (y) adversely impair the
      Company's ability to perform fully on a timely basis its obligations under
      any
      of the Transaction Agreements or the transactions contemplated thereby, or
      (z)
      materially and adversely affect the value of the rights granted to the Purchaser
      in the Transaction Agreements.

     

    (xi)  “Person”
      means any living person or any entity, such as, but not necessarily limited
      to,
      a corporation, partnership or trust.

     

    (xii)  “Principal
      Trading Market” means The Over the Counter Bulletin Board.

     

    (xiii)  “Purchaser
      Control Person” means each director, executive officer, promoter, and such other
      Persons as may be deemed in control of the relevant Purchaser pursuant to Rule
      405 under the 1933 Act or Section 20 of the 1934 Act.

     

    (xiv)  “Registrable
      Securities” has the meaning set forth in the Registration Rights Agreement, in
      the form annexed hereto as Annex IV, as executed by each Purchaser and the
      Company simultaneously with the execution of this Agreement.

     

    (xv)  “Registration
      Rights Agreement” means the Registration Rights Agreement.

     

    (xvi)  “Registration
      Statement” has the meaning set forth in the Registration Rights
      Agreement.

     

    (xvii)  “Securities”
      means the Shares.

     

    
      
        
        

      

      
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    (xviii)  “State
      of
      Incorporation” means Nevada.

     

    (xix)  “Trading
      Day” means any day during which the Principal Trading Market shall be open for
      business.

     

    (xx)  “Transaction
      Agreements” means this Securities Purchase Agreement, the Common Stock
      Certificate, the Registration Rights Agreement, and includes all ancillary
      documents referred to in those agreements.

     

    c.  Form
      of Payment; Delivery of Certificates.

     

    (i)  On
      the
      Payment Date, the Purchaser shall pay the Purchase Price by delivering
      immediately available good funds in United States Dollars to the
      Company.

     

    (ii)  No
      later
      than the Payment Date, but in any event promptly following payment by the
      Purchaser to the Company of the Payment, the Company shall deliver the
      Certificate, each duly executed on behalf of the Company and issued in the
      name
      of the Purchaser, to the Purchaser.  The Common Stock Certificate on
      the Payment Date shall be for __________ (___________) Shares.

     

    d.  Method
      of Payment.  Payment shall be made by via check or wire transfer
      to:

     

    Provectus
      Pharmaceuticals,
      Inc.

    7327
      Oak Ridge Highway

    Knoxville,
      TN 37931

    Attn:  Peter
      R.
      Culpepper

    


    


    


    2.  PURCHASER
      REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT
      INVESTIGATION.

     

    The
      Purchaser represents and warrants
      to, and covenants and agrees with, the Company as follows:

     

    a.  Without
      limiting Purchaser's right to sell the Shares pursuant to the Registration
      Statement or otherwise to sell any of the Securities in compliance with the
      1933
      Act, the Purchaser is purchasing the Securities and will be acquiring the Shares
      for its own account for investment only and not with a view towards the public
      sale or distribution thereof and not with a view to or for sale in connection
      with any distribution thereof.

     

    b.  The
      Purchaser is (i) an “accredited investor” as that term is defined in Rule 501 of
      the General Rules and Regulations under the 1933 Act by reason of Rule
      501(a)(3), (ii) experienced in making investments of the kind described in
      this
      Agreement and the related documents, (iii) able, by reason of the business
      and
      financial experience of its officers (if an entity) and professional advisors
      (who are not affiliated with or compensated in any way by the Company or any
      of
      its Affiliates or selling agents), to protect its own interests in connection
      with the transactions described in this Agreement, and the related documents,
      and (iv) able to afford the loss of the entire Purchase Price.

     

    
      
        
        

      

      
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    c.  All
      subsequent offers and sales of the Securities by the Purchaser shall be made
      pursuant to registration of the Shares under the 1933 Act or pursuant to an
      exemption from registration.

     

    d.  The
      Purchaser understands that the Securities are being offered and sold to it
      in
      reliance on specific exemptions from the registration requirements of the 1933
      Act and state securities laws and that the Company is relying upon the truth
      and
      accuracy of, and the Purchaser's compliance with, the representations,
      warranties, agreements, acknowledgments and understandings of the Purchaser
      set
      forth herein in order to determine the availability of such exemptions and
      the
      eligibility of the Purchaser to acquire the Securities.

     

    e.  The
      Purchaser and its advisors, if any, have been furnished with all materials
      relating to the business, finances and operations of the Company and materials
      relating to the offer and sale of the Securities and the offer of the Shares
      which have been requested by the Purchaser, including those set forth on Annex
      VI hereto. The Purchaser and its advisors, if any, have been afforded the
      opportunity to ask questions of the Company and have received complete and
      satisfactory answers to any such inquiries.  Without limiting the
      generality of the foregoing, the Purchaser has also had the opportunity to
      obtain and to review the Company's filings on EDGAR listed on Annex VII hereto
      (the documents listed on such Annex VII, to the extent available on EDGAR or
      otherwise provided to the Purchaser as indicated on said Annex VII,
      collectively, the “Company's SEC Documents”).

     

    f.  The
      Purchaser understands that its investment in the Securities involves a high
      degree of risk.

     

    g.  The
      Purchaser hereby represents that, in connection with its purchase of the
      Securities, it has not relied on any statement or representation by the Company
      or any of its officers, directors and employees or any of its attorneys or
      agents, except as specifically set forth herein.

     

    h.  The
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities.

     

    i.  This
      Agreement and the other Transaction Agreements to which the Purchaser is a
      party, and the transactions contemplated thereby, have been duly and validly
      authorized, executed and delivered on behalf of the Purchaser and are valid
      and
      binding agreements of the Purchaser enforceable in accordance with their
      respective terms, subject as to enforceability to general principles of equity
      and to bankruptcy, insolvency, moratorium and other similar laws affecting
      the
      enforcement of creditors' rights generally.

     

    j.  The
      Purchaser has taken no action which would give rise to any claim by any Person
      for brokerage commission other than ___________, Broker's fees or similar
      payments by the Company relating to this Agreement or the transactions
      contemplated hereby.  The Company shall have no obligation with
      respect to such fees or with respect to any claims made by or on behalf of
      other
      Persons for fees of a type contemplated in this paragraph that may be due in
      connection with the transactions contemplated hereby.  The Purchaser
      shall indemnify and hold harmless each of the Company, its employees, officers,
      directors, agents, and partners, and their respective Affiliates, from and
      against all claims, losses, damages, costs (including the costs of preparation
      and attorney's fees) and expenses suffered in respect of any such claimed or
      existing fees, as and when incurred.

     

    
      
        
        

      

      
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    k.  The
      Purchaser hereby covenants and warrants that, between the Closing Date and
      the
      date on which he or she no longer holds any of the Securities, Purchaser will
      not engage in any hedging transactions or shorting transactions in any
      securities of the Company, including the Securities.

     

    l.           The
      Purchaser hereby covenants and warrants that he or she is not acting as a
      "group" for purposes of Section 13 of the Securities Exchange Act of
      1934.

    


    3.  COMPANY
      REPRESENTATIONS, ETC.  The Company represents and warrants to
      the Purchaser as of the date hereof and as of the Closing Date that, except
      as
      otherwise provided in the Annex VI hereto or in the Company’s SEC
      Documents:

     

    a.  Rights
      of Others Affecting the Transactions.  There are no preemptive
      rights of any shareholder of the Company, as such, to acquire the
      Shares.  No party has a currently exercisable right of first refusal
      which would be applicable to any or all of the transactions contemplated by
      the
      Transaction Agreements.

     

    b.  Status.  The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Incorporation and has the requisite corporate
      power to own its properties and to carry on its business as now being
      conducted.  The Company is duly qualified as a foreign corporation to
      do business and is in good standing in each jurisdiction where the nature of
      the
      business conducted or property owned by it makes such qualification necessary,
      other than those jurisdictions in which the failure to so qualify would not
      have
      or result in a Material Adverse Effect.  The Company has registered
      its stock and is obligated to file reports pursuant to Section 12 or Section
      15(d) of the Securities Exchange Act of 1934, as amended (the “1934
      Act”).  The Common Stock is listed and quoted on the Principal Trading
      Market.  The Company has received no notice, either oral or written,
      with respect to the continued eligibility of the Common Stock for such listing
      and quotation on the Principal Trading Market, and the Company has maintained
      all requirements on its part for the continuation of such listing and
      quotation.

     

    c.  Authorized
      Shares.  The authorized capital stock of the Company consists of
      (i) 100,000,000 shares of Common Stock, $.001 par value per share, of which
      approximately 38,058,205 shares are outstanding as of June 30, 2006, and (ii)
      25,000,000 shares of Preferred Stock, $.001 par value per share, of which no
      shares are outstanding as of the date hereof.  All issued and
      outstanding shares of Common Stock have been duly authorized and validly issued
      and are fully paid.  The Company has sufficient authorized and
      unissued shares of Common Stock as may be necessary to effect the issuance
      of
      the Securities. The Securities have been duly authorized and, when issued,
      in
      accordance with their terms, will be duly and validly issued, fully paid and
      non-assessable and, except to the extent, if any, provided by the law of the
      State of Incorporation, will not subject the Holder thereof to personal
      liability by reason of being such Holder.

     

    d.  Transaction
      Agreements and Stock.  This Agreement and each of the other
      Transaction Agreements, and the transactions contemplated thereby, have been
      duly and validly authorized by the Company, this Agreement has been duly
      executed and delivered by the Company and this Agreement is, and the
      Certificates and each of the other Transaction Agreements, when executed and
      delivered by the Company, will be, valid and binding agreements of the Company
      enforceable in accordance with their respective terms, subject as to
      enforceability to general principles of equity and to bankruptcy, insolvency,
      moratorium, and other similar laws affecting the enforcement of creditors'
      rights generally.

     

    
      
        
        

      

      
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    e.  Non-contravention.  The
      execution and delivery of this Agreement and each of the other Transaction
      Agreements by the Company, the issuance of the Securities, and the consummation
      by the Company of the other transactions contemplated by this Agreement, the
      Certificates and the other Transaction Agreements do not and will not conflict
      with or result in a breach by the Company of any of the terms or provisions
      of,
      or constitute a default under (i) the certificate of incorporation or by-laws
      of
      the Company, each as currently in effect, (ii) any indenture, mortgage, deed
      of
      trust, or other material agreement or instrument to which the Company is a
      party
      or by which it or any of its properties or assets are bound, including any
      listing agreement for the Common Stock except as herein set forth, or (iii)
      to
      its knowledge, any existing applicable law, rule, or regulation or any
      applicable decree, judgment, or order of any court, United States federal or
      state regulatory body, administrative agency, or other governmental body having
      jurisdiction over the Company or any of its properties or assets, except where
      such conflict, breach or default which would not have or result in a Material
      Adverse Effect.

     

    f.  Approvals.  No
      authorization, approval or consent of any court, governmental body, regulatory
      agency, self-regulatory organization, or stock exchange or market or the
      shareholders of the Company is required to be obtained by the Company for the
      issuance and sale of the Securities to the Purchaser as contemplated by this
      Agreement, except such authorizations, approvals and consents that have been
      obtained.

     

    g.  Filings.  None
      of the Company’s SEC Documents contained, at the time they were filed, any
      untrue statement of a material fact or omitted to state any material fact
      required to be stated therein or necessary to make the statements made therein
      in light of the circumstances under which they were made, not
      misleading.  Since March 1, 2002, the Company has timely filed all
      requisite forms, reports and exhibits thereto required to be filed by the
      Company with the SEC.

     

    h.  Absence
      of Certain Changes.  Since the Last Audited Date, there has been
      no material adverse change and no Material Adverse Effect, except as disclosed
      in the Company’s SEC Documents. Since the Last Audited Date, except as provided
      in the Company’s SEC Documents, the Company has not (i) incurred or become
      subject to any material liabilities (absolute or contingent) except liabilities
      incurred in the ordinary course of business consistent with past practices;
      (ii)
      discharged or satisfied any material lien or encumbrance or paid any material
      obligation or liability (absolute or contingent), other than current liabilities
      paid in the ordinary course of business consistent with past practices; (iii)
      declared or made any payment or distribution of cash or other property to
      shareholders with respect to its capital stock, or purchased or redeemed, or
      made any agreements to purchase or redeem, any shares of its capital stock;
      (iv)
      sold, assigned or transferred any other tangible assets, or canceled any debts
      or claims, except in the ordinary course of business consistent with past
      practices; (v) suffered any substantial losses or waived any rights of material
      value, whether or not in the ordinary course of business, or suffered the loss
      of any material amount of existing business; (vi) made any changes in employee
      compensation, except in the ordinary course of business consistent with past
      practices; or (vii) experienced any material problems with labor or management
      in connection with the terms and conditions of their employment.

     

    
      
        
        

      

      
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    i.  Full
      Disclosure.  There is no fact known to the Company (other than
      general economic conditions known to the public generally or as disclosed in
      the
      Company’s SEC Documents) that has not been disclosed in writing to the Purchaser
      that would reasonably be expected to have or result in a Material Adverse
      Effect.

     

    j.  Absence
      of Litigation.  There is no action, suit, proceeding, inquiry or
      investigation before or by any court, public board or body pending or, to the
      knowledge of the Company, threatened against or affecting the Company before
      or
      by any governmental authority or nongovernmental department, commission, board,
      bureau, agency or instrumentality or any other person, wherein an unfavorable
      decision, ruling or finding would have a Material Adverse Effect or which would
      adversely affect the validity or enforceability of, or the authority or ability
      of the Company to perform its obligations under, any of the Transaction
      Agreements.  The Company is not aware of any valid basis for any such
      claim that (either individually or in the aggregate with all other such events
      and circumstances) could reasonably be expected to have a Material Adverse
      Effect. There are no outstanding or unsatisfied judgments, orders, decrees,
      writs, injunctions or stipulations to which the Company is a party or by which
      it or any of its properties is bound, that involve the transaction contemplated
      herein or that, alone or in the aggregate, could reasonably be expect to have
      a
      Material Adverse Effect.

     

    k.  Absence
      of Certain Company Control Person Actions or Events.  None of the
      following has occurred during the past ten (10) years with respect to a Company
      Control Person:

     

    (1)  A
      petition under the federal bankruptcy laws or any state insolvency law was
      filed
      by or against, or a receiver, fiscal agent or similar officer was appointed
      by a
      court for the business or property of such Company Control Person, or any
      partnership in which he was a general partner at or within two years before
      the
      time of such filing, or any corporation or business association of which he
      was
      an executive officer at or within two years before the time of such
      filing;

     

    (2)  Such
      Company Control Person was convicted in a criminal proceeding or is a named
      subject of a pending criminal proceeding (excluding traffic violations and
      other
      minor offenses);

     

    (3)  Such
      Company Control Person was the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining him from, or otherwise
      limiting, the following activities:

     

    (i)  acting,
      as an investment advisor, underwriter, broker or dealer in securities, or as
      an
      affiliated person, director or employee of any investment company, bank, savings
      and loan association or insurance company, as a futures commission merchant,
      introducing broker, commodity trading advisor, commodity pool operator, floor
      broker, any other Person regulated by the Commodity Futures Trading Commission
      (“CFTC”) or engaging in or continuing any conduct or practice in connection with
      such activity;

     

    (ii)  engaging
      in any type of business practice; or

     

    
      
        
        

      

      
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    (iii)  engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of federal or state securities
      laws or federal commodities laws;

     

    (4)  Such
      Company Control Person was the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any federal or state authority
      barring, suspending or otherwise limiting for more than 60 days the right of
      such Company Control Person to engage in any activity described in paragraph
      (3)
      of this item, or to be associated with Persons engaged in any such activity;
      or

     

    (5)  Such
      Company Control Person was found by a court of competent jurisdiction in a
      civil
      action or by the CFTC or SEC to have violated any federal or state securities
      law, and the judgment in such civil action or finding by the CFTC or SEC has
      not
      been subsequently reversed, suspended, or vacated.

     

    l.  Prior
      Issues.  During the twelve (12) months preceding the date hereof,
      the Company has not issued any stock option grants, convertible securities
      or
      any shares of its Common Stock, except as disclosed in Annex VI hereto or in
      the
      Company's SEC Documents.

     

    m.  No
      Undisclosed Liabilities or Events.  The Company has no liabilities
      or obligations other than those disclosed in the Transaction Agreements or
      the
      Company's SEC Documents or those incurred in the ordinary course of the
      Company's business since the Last Audited Date, or which individually or in
      the
      aggregate, do not or would not have a Material Adverse Effect. No event or
      circumstances has occurred or exists with respect to the Company or its
      properties, business, operations, condition (financial or otherwise), or results
      of operations, which, under applicable law, rule or regulation, requires public
      disclosure or announcement prior to the date hereof by the Company but which
      has
      not been so publicly announced or disclosed.  There are no proposals
      currently under consideration or currently anticipated to be under consideration
      by the Board of Directors or the executive officers of the Company which
      proposal would (X) change the certificate of incorporation or other charter
      document or by-laws of the Company, each as currently in effect, with or without
      shareholder approval, which change would reduce or otherwise adversely affect
      the rights and powers of the shareholders of the Common Stock or (Y) materially
      or substantially change the business, assets or capital of the Company,
      including its interests in subsidiaries.

     

    n.  No
      Default.  Neither the Company nor any of its subsidiaries is in
      default in the performance or observance of any material obligation, agreement,
      covenant or condition contained in any material indenture, mortgage, deed of
      trust or other material instrument or agreement to which it is a party or by
      which it or its property is bound.

     

    o.  No
      Integrated Offering.  Neither the Company nor any of its
      Affiliates nor any person acting on its or their behalf has, directly or
      indirectly, at any time since September 1, 2006, made any offer or sales of
      any
      security or solicited any offers to buy any security under circumstances that
      would eliminate the availability of the exemption from registration under
      Regulation D in connection with the offer and sale of the Securities as
      contemplated hereby.

     

    p.  Fees
      to Brokers, and Others.  Except for payment of fees and
      commissions to the Broker, payment of which is the sole responsibility of the
      Company, the Company has taken no action which would give rise to any claim
      by
      any Person for brokerage commission, Broker's fees or similar payments by
      Purchaser relating to this Agreement or the transactions contemplated
      hereby.  Purchaser shall have no obligation with respect to such fees
      or with respect to any claims made by or on behalf of other Persons for fees
      of
      a type contemplated in this paragraph that may be due in connection with the
      transactions contemplated hereby.  The Company shall indemnify and
      hold harmless each Purchaser, its employees, officers, directors, agents, and
      partners, and their respective Affiliates, from and against all claims, losses,
      damages, costs (including the costs of preparation and attorney's fees) and
      expenses suffered in respect of any such claimed or existing fees, as and when
      incurred.

     

    


    
      
        
        

      

      
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    4.  CERTAIN
      COVENANTS AND ACKNOWLEDGMENTS.

     

    a.  Transfer
      Restrictions.  The Purchaser acknowledges that (1) the Securities
      have not been and are not being registered under the provisions of the 1933
      Act
      and, except as provided in the Registration Rights Agreement or otherwise
      included in an effective registration statement, the Shares have not been and
      are not being registered under the 1933 Act, and may not be transferred unless
      (A) subsequently registered thereunder or (B) the Purchaser shall have delivered
      to the Company an opinion of counsel, reasonably satisfactory in form, scope
      and
      substance to the Company, to the effect that the Securities to be sold or
      transferred may be sold or transferred pursuant to an exemption from such
      registration; (2) any sale of the Securities made in reliance on Rule 144
      promulgated under the 1933 Act may be made only in accordance with the terms
      of
      said Rule and further, if said Rule is not applicable, any resale of such
      Securities under circumstances in which the seller, or the Person through whom
      the sale is made, may be deemed to be an underwriter, as that term is used
      in
      the 1933 Act, may require compliance with some other exemption under the 1933
      Act or the rules and regulations of the SEC thereunder; and (3) neither the
      Company nor any other Person is under any obligation to register the Securities
      (other than pursuant to the Registration Rights Agreement) under the 1933 Act
      or
      to comply with the terms and conditions of any exemption
      thereunder.

     

    b.  Restrictive
      Legend.  The Purchaser acknowledges and agrees that, until such
      time as the Common Stock has been registered under the 1933 Act as contemplated
      by the Registration Rights Agreement and sold in accordance with an effective
      Registration Statement or otherwise in accordance with another effective
      registration statement, the certificates and other instruments representing
      any
      of the Securities (including the Warrant Shares) shall bear a restrictive legend
      in substantially the following form (and a stop-transfer order may be placed
      against transfer of any such Securities):

     

    THESE
      SECURITIES HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
      LAWS
      OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL
      OR
      OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.

    


    c.  Filings.  The
      Company undertakes and agrees to make all necessary filings in connection with
      the sale of the Securities to the Purchaser under any United States laws and
      regulations applicable to the Company, or by any domestic securities exchange
      or
      trading market, and to provide a copy thereof to the Purchaser promptly after
      such filing.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    d.  Reporting
      Status.  So long as the Purchaser beneficially owns any of the
      Securities, the Company shall file all reports required to be filed with the
      SEC
      pursuant to Section 13 or 15(d) of the 1934 Act, shall take all reasonable
      action under its control to ensure that adequate current public information
      with
      respect to the Company, as required in accordance with Rule 144(c)(2) of the
      1933 Act, is publicly available, and shall not terminate its status as an issuer
      required to file reports under the 1934 Act even if the 1934 Act or the rules
      and regulations thereunder would permit such termination.  The Company
      1), will take all reasonable action under its control to maintain the continued
      listing and quotation and trading of its Common Stock (including, without
      limitation, all Registrable Securities) on the Principal Trading Market or
      a
      listing on the NASDAQ/Small Cap or National Markets and 2), to the extent
      applicable to it, will comply in all material respects with the Company’s
      reporting, filing and other obligations under the by-laws or rules of the
      Principal Trading Market and/or the National Association of Securities Dealers,
      Inc., as the case may be.

     

    e.  Use
      of
      Proceeds.  The Company shall use the proceeds received hereunder
      as follows:

     

    (i)  payment
      of certain fees to the Broker as described below in Section 4(i);
      and

    (ii)  the
      remainder shall be used for general corporate purposes.

    


     

    f.  Publicity,
      Filings, Releases, Etc.  Each of the parties agrees that it will
      not disseminate any information relating to the Transaction Agreements or the
      transactions contemplated thereby, including issuing any press releases, holding
      any press conferences or other forums, or filing any reports (collectively,
      “Publicity”), without giving the other party reasonable advance notice and an
      opportunity to comment on the contents thereof.  Neither party will
      include in any such Publicity any statement or statements or other material
      to
      which the other party reasonably objects.  Notwithstanding the
      foregoing, each of the parties hereby consents to the inclusion of the text
      of
      the Transaction Agreements in filings made with the SEC.

     

    g.  Broker
      Fees.  The Company shall pay to the Broker a commission in the
      form of cash equal in value to __________ percent (___%) of the gross proceeds
      from the sale of the Common Stock under this Agreement, _________ percent (___%
      ) unaccountable, as well as __________ percent (___%) in common
      stock.  Such commission is more fully described in the Broker
      Commission Agreement between the Company and the Broker of even date
      herewith.

     

    h.           Attorneys'
      Fees.  The Company shall bear its legal fees and expenses incurred
      in connection with the preparation and negotiation of the documents contemplated
      by this transaction.  Other than the amounts contemplated in the
      immediately preceding sentence, each party shall pay the fees and expenses
      of
      its advisers, counsel, accountants, and other experts, if any, and all other
      expenses incurred by such party incident to the negotiation, preparation,
      execution, delivery and performance of this Agreement

    


    5.  TRANSFER
      AGENT INSTRUCTIONS.

     

    a.  The
      Company warrants that, with respect to the Securities, other than the stop
      transfer instructions to give effect to Section 4(a) hereof, it will give its
      transfer agent no instructions inconsistent with instructions to issue Common
      Stock from time to time bearing the restrictive legend specified in Section
      4(b)
      of this Agreement prior to registration of the Shares under the 1933 Act,
      registered in the name of the Purchaser or its nominee and in such denominations
      to be specified by the Purchaser.  Except as so provided, the Shares
      shall otherwise be freely transferable on the books and records of the Company
      as and to the extent provided in this Agreement and the Registration Rights
      Agreement.  Nothing in this Section shall affect in any way the
      Purchaser's obligations and agreement to comply with all applicable securities
      laws upon resale of the Securities.  If the Purchaser provides the
      Company with an opinion of counsel reasonably satisfactory to the Company that
      registration of a resale by the Purchaser of any of the Securities in accordance
      with clause (1)(B) of Section 4(a) of this Agreement is not required under
      the
      1933 Act, the Company shall (except as provided in clause (2) of Section 4(a)
      of
      this Agreement) permit the transfer of the Securities, promptly instruct the
      Company's transfer agent to issue one or more certificates for Common Stock
      without legend in such name and in such denominations as specified by the
      Purchaser.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    b.  In
      lieu
      of delivering physical certificates representing the Securities, provided the
      Company’s transfer agent is participating in the Depository Trust Company
      (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder
      and its compliance with the provisions contained in this paragraph, so long
      as
      the certificates therefor do not bear a legend and the Holder thereof is not
      obligated to return such certificate for the placement of a legend thereon,
      the
      Company shall use its best efforts to cause its transfer agent to electronically
      transmit the Common Stock issuable to the Holder by crediting the account of
      Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission
      system.

     

    6.  CLOSING
      DATE.

     

    a.  The
      Closing Date shall occur when each payment is received by the
      Company.

     

    


    7.  INDEMNIFICATION.

     

    The
      Company agrees to indemnify and hold harmless each Purchaser and its officers,
      directors, employees, and agents, and each Purchaser Control Person from and
      against any losses, claims, damages, liabilities or expenses incurred
      (collectively, “Damages”), joint or several, and any action in respect thereof
      to which Purchaser, its partners, Affiliates, officers, directors, employees,
      and duly authorized agents, and any such Purchaser Control Person becomes
      subject to, resulting from, arising out of or relating to any misrepresentation,
      breach of warranty or nonfulfillment of or failure to perform any covenant
      or
      agreement on the part of Company contained in this Agreement, as such Damages
      are incurred, except to the extent such Damages result primarily from
      Purchaser's failure to perform any covenant or agreement contained in this
      Agreement or Purchaser's or its officers', directors', employees', agents'
      or
      Purchaser Control Persons' negligence, recklessness or bad faith in performing
      its obligations under this Agreement.

     

    8.  JURY
      TRIAL WAIVER.        The
      Company and the Purchaser hereby waive a trial by jury in any action, proceeding
      or counterclaim brought by either of the Parties hereto against the other in
      respect of any matter arising out or in connection with the Transaction
      Agreements.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    9.  GOVERNING
      LAW:  MISCELLANEOUS.

     

    a.  This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York for contracts to be wholly performed in such state and
      without giving effect to the principles thereof regarding the conflict of
      laws.  The Company and each Purchaser hereby  submit to the
      jurisdiction of any state court of competent jurisdiction in and for New York
      County, New York, or in the United States District Court for the Southern
      District of New York sitting at New York City in any action or proceeding
      arising out of or relating to this Agreement and agree that all claims in
      respect of the action or proceeding may be heard and determined in any such
      court;  agree not to bring any action or proceeding arising out of or
      relating to this Agreement in any other court;  waive any defense of
      inconvenient forum to the maintenance of any action or proceeding so brought
      and
      waive any bond, surety, or other security that might be required of any other
      party with respect thereto; and  agree that a final judgment in any action
      or proceeding so brought shall be conclusive and may be enforced by suit on
      the
      judgment or in any other manner provided by law or in equity.

     

    b.  Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    c.  This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties hereto.

     

    d.  All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

     

    e.  A
      facsimile transmission of this signed Agreement shall be legal and binding
      on
      all parties hereto.

     

    f.  This
      Agreement may be signed in one or more counterparts, each of which shall be
      deemed an original.

     

    g.  The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    h.  If
      any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement or the validity or
      enforceability of this Agreement in any other jurisdiction.

     

    i.  This
      Agreement may be amended only by an instrument in writing signed by the party
      to
      be charged with enforcement thereof.

     

    j.  This
      Agreement supersedes all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof.

     

    10.  NOTICES.  Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be deemed effectively given on the
      earliest of:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (a)  the
      date
      delivered, if delivered by personal delivery as against written receipt therefor
      or by confirmed facsimile transmission,

     

    (b)  the
      seventh business day after deposit, postage prepaid, in the United States Postal
      Service by registered or certified mail, or

     

    (c)  the
      third
      business day after mailing by domestic or international express courier, with
      delivery costs and fees prepaid,

     

    in
      each
      case, addressed to each of the other parties thereunto entitled at the following
      addresses (or at such other addresses as such party may designate by ten (10)
      days’ advance written notice similarly given to each of the other parties
      hereto):

    


    


    


    


    Company:                              PROVECTUS
      PHARMACEUTICALS, INC.

    at
      its address at the head of this
      Agreement

    Attn:
      Tim Scott

    Telephone
      No.: (865)
      769-4011

    Telecopier
      No.: (865)
      769-4013

    


    with
      a copy to:

    


    Linda
      Crouch

    Baker,
      Donelson, Bearman, Caldwell
& Berkowitz, P.C.

    207
      Mockingbird Lane

    Post
      Office Box 3038 CRS

    Johnson
      City, TN 37602

    Telephone
      No.: (423)
      928-0181

    Telecopier
      No.: (423)
      928-5694

    


    
      	
              Purchaser:

            	
              To
                the addresses set forth on the Investor Questionnaires attached hereto
                as
                Annex IX.

            	
               

            


    

    


    with
      a copy to:

    


    _______________________

    _______________________

    _______________________

    


    Attn:  __________________

    


    


    11.  SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES.  The Company’s and the
      Purchaser' representations and warranties herein shall survive the execution
      and
      delivery of this Agreement and the delivery of the Certificates and the payment
      of the Purchase Price, and shall inure to the benefit of the Purchaser and
      the
      Company and their respective successors and assigns.

     

    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      this Securities Purchase Agreement has been duly executed by the Purchaser
      as of
      the date set forth below.

    


    


                                                                                                         ___________________________________________

    


    Date:                                                      ,
      _________                                           By:_________________________________________________

                    
      Its:_________________________________________________

    


    


    


    As
      of the
      date set forth below, the undersigned hereby accepts this Agreement and
      represents that the foregoing statements are true and correct and that it has
      caused this Securities Purchase Agreement to be duly executed on its
      behalf.

    


    


    PROVECTUS
      PHARMACEUTICALS, INC.

    


    


    


    By:           

    Title:                      

    Date:                      ,
      __________


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    ANNEX
      I

    PAYMENT
      SCHEDULE

    


    
      	
              Payment
                Date....................

            	
              When
                payment is received by Company

            
	 	 
	 	 


    

    


    


    



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    ANNEX
      II

    FORM
      OF COMMON STOCK CERTIFICATE

    


    To
      be
      provided upon issuance of stock certificate after payment received by
      Company.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    ANNEX
      III

    Intentionally
      Left Blank

    



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    ANNEX
      IV

    REGISTRATION
      RIGHTS AGREEMENT

    



    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    ANNEX
      V

    Reserved
      – N/A

    



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    ANNEX
      VI

    COMPANY
      DISCLOSURE MATERIALS

    


    None.

    


    


    


    


    


    


     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    ANNEX
      VII

    COMPANY’S
      SEC DOCUMENTS AVAILABLE ON EDGAR

    


    


    


    


    
 

    


    


    


    


    



    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    ANNEX
      VIII

    Intentionally
      Left Blank

    



    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    ANNEX
      IX

    INVESTOR
      QUESTIONNAIRE

    FORM
      OF INVESTOR QUESTIONNAIRE

    


    PART
      I.        INVESTOR
      IDENTIFICATION

    


    1.  Name
      of
      Investor:                                                                                                                                          

    


    2.  Number
      of shares of Common Stock Investor wishes to purchase:

    


    3.  Total
      Investment Amount:
      $ ________________________________________________________                                                                                                                                         

    (______
      multiplied by the number of
      shares)

    


    4.  Manner
      in which title is to be held (please check one):

     

    _____________  Individual    ___________________Partnership
      or
      LLC           __________________Corporation    ____________________ Trust

    


    5.  Address:                                                                                                                  
      Telephone Numbers:

     

    ____________________________________                                                
          Home (_____) _____-_______________

    Street

     

     

    __________________________________________________                    
      Business  (_____) _____-_______________

    City                                                     
      State                            
Zip Code

    


    6.  Investor
      is a resident or domiciliary of the State of:
      _________________________

     

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    PART
      II.  INVESTOR SUITABILITY REPRESENTATIONS

     

    The
      Investor understands that the
      Common Stock (the "Securities") offered by the Company will not be registered
      under the Securities Act of 1933, as amended (the “1933 Act”), or any state
      securities laws.

    


    The
      Investor understands that the Company will sell the Securities only to persons
      whom it believes to be “accredited investors,” as defined by Regulation D
      promulgated by the Securities and Exchange Commission under the 1933 Act
      (“Accredited Investors”).  The Investor understands that he, she, or
      it must, therefore, provide information to the Company which will enable the
      Company to determine whether the Investor qualifies as an Accredited
      Investor.

    


    The
      Investor represents and warrants to
      the Company that the Investor is an Accredited Investor for the following reason
      (Please mark the appropriate paragraph; only one paragraph need be
      marked):

    


    _______                      1.           Individual
      Net Worth Suitability:

    


    
      	
               

            	
              The
                Investor's individual net worth or joint net worth with his spouse
                exceeds
                $1,000,000.  (Note: This suitability requirement may be selected
                only by a natural person, and NOT by a
                corporation, partnership, limited liability company, trust, estate,
                unincorporated association or other
                entity.

            


    

    


    
      	
               

            	
              OR

            


    

    


    _______                      2.           Individual
      Net Income Suitability:

    


    
      	
               

            	
              The
                Investor's individual net income was in excess of $200,000 in each
                of the
                two most recent years, or his or her joint income with his spouse
                was in
                excess of $300,000 in each of those years, and he reasonably expects
                his
                net income or joint net income with his spouse to reach such level
                in the
                current year.  (Note: This suitability requirement may be
                selected only by a natural person, and NOT by a
                corporation, partnership, limited liability company, trust, estate,
                unincorporated association or other
                entity.

            


    

    


    OR

    


    _______                      3.           Certain
      Qualified Organizations:

    


    
      	
               

            	
              The
                Investor is (check one):

            


    

    


    
      	
               

            	
              ______

            	
              a.

            	
              A
                corporation, partnership, limited liability company, business trust
                or an
                organization described in Section 501(c)(3) of the Internal Revenue
                Code
                (tax exempt organization), not formed for the specific purpose of
                acquiring the securities offered, having total assets in excess of
                $5,000,000.

            


    

    


    
      	
               

            	
              ______

            	
              b.

            	
              A
                trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the Securities, whose purchase is directed
                by a Sophisticated Investor who has such knowledge and experience
                in
                financial and business matters that he or she is capable of evaluating
                the
                merits and risks of an investment in the
                Securities.

            


    

    


    
      	
               

            	
              ______

            	
              c.

            	
              A
                bank, savings and loan association or other similar institution (as
                defined in Sections 3(a)(2) and 3(a)(5)(A) of the 1933
                Act).

            


    

    


    
      	
               

            	
              ______

            	
              d.

            	
              An
                insurance company (as defined in Section 2(13) of the 1933
                Act).

            


    

    


    ______                      e.           An
      investment company registered under the Investment Company Act of
      1940.

     

    


    
      	
               

            	
              ______

            	
              f.

            	
              A
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act of 1940 or private business development company
                as
                defined in Section 202(a)(22) of the Investment Advisers Act of
                1940.

            


    

    


    
      	
               

            	
              ______

            	
              g.

            	
              A
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Sections 301(c) or (d) of the Small Business
                Investment Act of 1958.

            


    

    


    OR

    


    _______                      4.           Other
      Entity Suitability:

    


    
      	
               

            	
              The
                Investor is a corporation, a partnership, a limited liability company,
                an
                unincorporated association or other similar entity, and that each
                owner of
                an equity interest in the entity satisfies the suitability requirements
                of
                paragraph (1), (2) or (3) above.

            


    

    


    
 

    
      	
               

            	
              [Remainder
                of page is blank]

            


    

     

     

     

     

    
 


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE

    


    Investor
      represents and warrants that
      (a) all the information contained herein is complete and accurate and contains
      no material omissions and may be relied upon by the Company, and (b) Investor
      will notify the Company in writing immediately of any change in any of such
      information.

    


    IN
      WITNESS WHEREOF, Investor has
      executed this Subscription Agreement on the date set forth below.

    


    Dated:   ________________,
      _________

    


    


    SIGNATURE
      FOR
      INDIVIDUALS                                                  SIGNATURE
      FOR ENTITIES

    (if
      filing a joint investment execute

    signature
      lines for each investor)

    


    _______________________________                       
__________________________________


    (Signature)                                                                                                (Print
      Name of Entity)

    


    ____________________________________                              By:_____________________________________
                       


    (Print
      name of
      Individual)                                                                            (Signature)

     

                                                                                               ________________________________


    (Print
      Name of Person
      Signing)

     

    ____________________________________                                    
      (Signature)                                                                                                Its:_____________________________________

    (Title)

     

     

    ____________________________________
                                        
Address:______________________________                                                  

    (Print
      Name of
      Individual)                                                                                            ______________________________ 

                                                                                                                                             
      ______________________________ 

     

    Address:_____________________________                                                      

                _________________________

               
      _________________________ 


    
 

    


    


    


     


    
      
        
        

      

      
        25