pvctsb2ex4_3113007.htm


    Exhibit
      4.3

     

     

    


      FORM
        OF

      REGISTRATION
        RIGHTS AGREEMENT

       

      


      This
        Registration Rights Agreement (this "Agreement") is made and entered into
        as of
        _________, _________ (the "Effective Date"), among Provectus Pharmaceuticals,
        Inc., a Nevada corporation (the "Company") and __________ (the
        "Purchaser").  Capitalized terms not otherwise herein defined shall
        have the meanings ascribed to them in the Securities Purchase Agreement between
        the Company and the Purchaser dated _________, _________ (the "Purchase
        Agreement").

       

      RECITALS

       

      A.  The
        Purchaser have entered into a Subscription Agreement with the Company pursuant
        to which the Purchaser have agreed to purchase Common Stock in the amount
        set
        forth in such Subscription Agreements.

       

      B.  As
        a
        condition to the purchase of the Common Stock, the parties have agreed to
        enter
        into this Agreement.

       

      AGREEMENT

       

      THEREFORE,
        the parties hereto, in consideration of the foregoing, the mutual covenants
        and
        agreements hereinafter set forth, and other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, agree as
        follows:

       

      1.

      Definitions
        and Interpretation

       

      
        	
                1.01.  

              	
                Certain
                  Definitions

              


      

       

      As
        used
        in this Agreement, the following capitalized terms shall have the following
        meanings:

       

      (a)  "Prospectus"
        means the prospectus included in any Registration Statement, including any
        preliminary prospectus, and any amendment or supplement thereto and all material
        incorporated by reference therein.

       

      (b)  "Purchase
        Price" means the aggregate purchase price paid by the Purchaser for the Common
        Stock issued to the Purchaser pursuant to the Subscription
        Agreements.  Notwithstanding the foregoing, the Purchase Price shall
        exclude the value of any shares sold or otherwise disposed of by the Purchaser
        prior the Required Filing Date.

       

      (c)  "Registrable
        Securities" means the Shares and any shares or other securities of the Company
        issued or issuable with respect thereto upon any stock split, stock dividend,
        recapitalization or similar event, excluding shares or other securities
 sold or transferred pursuant to an effective registration statement,
 sold or otherwise transferred pursuant to Rule 144 under the 1933 Act,
 sold or otherwise transferred pursuant to a transfer not requiring
        registration under the 1933 Act,  held by a Purchaser who at such time is
        not an Affiliate of the Company and that are eligible for sale pursuant to
        Rule
        144(k) under the 1933 Act, and held by a Purchaser who at such time is an
        Affiliate of the Company if all of such shares or other securities are eligible
        for sale pursuant to Rule 144 under the 1933 Act and could be sold in one
        transaction in accordance with the volume limitations contained in Rule
        144(e)(1)(i) under the 1933 Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)  "Registration
        Expenses" means any and all expenses incident to performance of or compliance
        with this Agreement, including  all applicable registration and filing fees
        imposed by the SEC and any securities exchange or market on which the
        Registrable Securities are required to be listed and/or quoted, as the case
        may
        be,  all fees and expenses incurred in connection with compliance with
        state securities or “blue sky” laws (including reasonable fees and disbursements
        of counsel in connection with qualification of any of the Registrable Securities
        under any state securities or blue sky laws and the preparation of a blue
        sky
        memorandum) and compliance with the rules of the National Association of
        Securities Dealers, Inc. ("NASD"),  all expenses of any Persons in
        preparing or assisting in preparing, word processing, printing and distributing
        the Registration Statement, any Prospectus, certificates and other documents
        relating to the performance of and compliance with this Agreement,  all
        fees and expenses incurred in connection with the listing, if any, of any
        of the
        Registrable Securities on any securities exchange or exchanges, and  the
        fees and disbursements of counsel for the Company and of the independent
        public
        accountants of the Company.  Registration Expenses shall specifically
        exclude underwriting discounts and commissions, the fees and disbursements
        of
        counsel representing Purchaser or any underwriter or agent acting on behalf
        of
        Purchaser (other than the Broker), and transfer taxes, if any, relating to
        the
        sale or disposition of Registrable Securities by Purchaser, all of which
        shall
        be borne by Purchaser in all cases.

       

      (e)  "Registration
        Statement" means a registration statement of the Company (and any other entity
        required to be a registrant pursuant to the requirements of the 1933 Act)
        covering all or a part of the Registrable Securities under the 1933 Act for
        which the Company is eligible, including all amendments (including
        post-effective amendments), exhibits and materials incorporated by reference
        therein.

       

      (f)  "SEC"
        means the United States Securities and Exchange Commission.

       

      (g)  "Shelf
        Registration Statement" shall mean a Registration Statement on Form S-3 (or
        any successor form) filed pursuant to Rule 415 of Regulation C promulgated
        under
        the 1933 Act (or any successor rule).

       

      
        	
                1.02.  

              	
                Rules
                  of Interpretation

              


      

       

      (a)  Each
        term
        defined in the singular form in Section or elsewhere in this Agreement
        means the plural thereof whenever the plural form is used, and each term
        defined
        in the plural form means the singular thereof whenever the singular form
        is
        used. The use of a pronoun of any gender is applicable to all
        genders.

       

      (b)  Unless
        otherwise specified therein, all terms defined in this Agreement have the
        meanings as so defined herein when used in any other certificate, report
        or
        document made or delivered pursuant hereto.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (c)  A
        reference to any agreement, document or instrument refers to the agreement,
        document or instrument as amended or modified and in effect from time to
        time in
        accordance with the terms thereof and as permitted herein.

       

      (d)  Except
        as
        otherwise specified, a reference to any applicable law refers to the law
        as
        amended, modified, codified, replaced or reenacted, in whole or in part,
        and in
        effect from time to time, and to any rules and regulations promulgated
        thereunder; and a reference to any section or other provision of any applicable
        law refers to that provision of the law from time to time in effect and
        constituting the substantive amendment, modification, codification, replacement
        or reenactment of the referenced section or other provision.

       

      (e)  All
        accounting terms not specifically defined herein shall be construed in
        accordance with GAAP.  All terms used in Article 9 of the Uniform
        Commercial Code as enacted in the State of Nevada and not specifically defined
        herein are used herein as defined therein.

       

      
        	
                1.03.  

              	
                Construction
                  

              


      

       

      The
        headings preceding the text of the sections of this Agreement and the exhibits
        hereto are for convenience only and shall not be deemed part of this
        Agreement.  The language used in this Agreement shall be deemed to be
        the language chosen by the parties to this Agreement to express their mutual
        intent, and no rule of strict construction shall be applied against any
        party.

       

      2.

      Piggyback
        Registration

       

      
        	
                2.01.  

              	
                Piggyback
                  Registration

              


      

       

       

      As
        used
        in this Section 2.01, the following terms shall have the following respective
        meanings:

       

      “Registrable
        Securities” shall mean any shares of Common Stock issued upon any stock split,
        stock dividend, recapitalization or similar event.

      


      The
        terms “register”, “registered” and
“registration” shall refer to a registration effected by preparing and filing a
        registration statement in compliance with the Securities Act and applicable
        rules and regulations thereunder, and the declaration or ordering of the
        effectiveness of such registration statement.

      


      “Registration
        Expenses” shall mean all
        expenses incurred by the Company in compliance with this Section 2.01,
        including, without limitation, all registration and filing fees, printing
        expenses, fees and disbursements of counsel for the Company, blue sky fees
        and
        expenses, reasonable fees and disbursements of counsel for the Holder for
        a “due
        diligence” examination of the Company, and the expense of any special audits
        incident to or required by any such registration (but excluding the compensation
        of regular employees of the Company, which shall be paid in any event by
        the
        Company).

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “Selling
        Expenses” shall mean all
        underwriting discounts and selling commissions applicable to the sale of
        Registrable Securities and all fees and disbursements of counsel for the
        Holder
        (other than the fees and disbursements of counsel included in Registration
        Expenses).

      


      “Holder”
shall
        mean any holder of the
        outstanding shares of Registrable Securities which have not been sold to
        the
        public.

       

       a.  
        If
        the Company shall determine to register any of its securities either for
        its own
        account or the account of a security holder or holders exercising their
        respective demand registration rights, other than a registration relating
        solely
        to employee benefit plans, or a registration relating solely to a Rule 145
        transaction under the Securities Act, or a registration on any registration
        form
        which does not permit secondary sales or does not include substantially the
        same
        information as would be required to be included in a registration statement
        covering the sale of Registrable Securities, the Company will:

       

      (i)  promptly
        give to the Holder written notice thereof (which shall include a list of
        the
        jurisdictions in which the Company intends to attempt to qualify such securities
        under the applicable blue sky or other state securities laws); and

       

      (ii)  include
        in such registration (and any related qualification under blue sky laws or
        other
        compliance), and in any underwriting involved therein, all the Registrable
        Securities specified in a written request or request, made by the Holder
        within
        fifteen (15) days after receipt of the written notice from the Company described
        in clause (i) above, except as set forth in Section 2.01(b) below. Such written
        request may specify all or a part of the Holders’ Registrable
        Securities.

       

       b.
 If
        the
        registration of which the Company gives notice is for a registered public
        offering involving an underwriting, the Company shall so advise the Holder
        as a
        part of the written notice given pursuant to Section 2.01(a)(i).  In
        such event the right of the Holder to registration pursuant to this Section
        2.01
        shall be conditioned upon the Holder’s participation in such underwriting and
        the inclusion of the Holder’s Registrable Securities in the underwriting to the
        extent provided herein.  All stockholders proposing to distribute
        their securities through such underwriting shall (together with the Company)
        enter into an underwriting agreement in customary form with the representative
        of the underwriter or underwriters selected by the Company, which underwriter(s)
        are reasonably acceptable to a majority-in-interest of the
        Holder.  Notwithstanding any other provision of this Section 2.01, if
        the representative of the underwriters advises the Company in writing that
        marketing factors require a limitation or elimination on the number of shares
        to
        be underwritten, the representative may (subject to the allocation priority
        set
        forth below) limit the number of Registrable Securities to be included in
        the
        registration and underwriting.  The Company shall so advise all
        holders of securities requesting registration, and the number of shares of
        securities that are entitled to be included in the registration and underwriting
        shall be allocated first to the Company for securities being sold for its
        own
        account and thereafter in the following manner:  the securities of the
        Company held by officers and directors of the Company shall be excluded from
        such registration and underwriting to the extent required by such limitation,
        and, if a limitation or elimination on the number of shares is still required,
        then the securities of the Company held by other stockholders of the Company
        (other than Registrable Securities) shall be excluded from such registration
        and
        underwriting to the extent required by such limitation, and, if a limitation
        on
        the number of shares is still required, then the number of shares that may be
        included in the registration statement and underwriting shall be allocated
        among
        all stockholders of the Company in proportion, as nearly as practicable,
        to the
        respective amounts of Registrable Securities which they had requested to
        be
        included in such registration at the time of filing the registration
        statement.  If the Holder disapproves of the terms of any such
        underwriting, he may elect to withdraw therefrom by written notice to the
        Company and the underwriter.  Any Registrable Securities or other
        securities excluded or withdrawn from such underwriting shall be withdrawn
        from
        such registration.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       c.   All
        Registration Expenses incurred in connection with any registration,
        qualification or compliance pursuant to this Section 2.01 shall be borne
        by the
        Company, and all Selling Expenses shall be borne by the holders of the
        securities so registered prorata on the basis of the number of their shares
        so
        registered.

       

      d.  In
        the
        case of each registration effected by the Company pursuant to this Section
        2.01,
        the Company will keep the Holder advised in writing as to the initiation
        of each
        registration and as to the completion thereof.  At its expense, the
        Company will:

       

      (i)  Keep
        such
        registration effective for a period of one hundred eighty (180) days or until
        the Holder has completed the distribution described in the registration
        statement relating thereto, whichever first occurs; provided, however, that
        in
        the case of any registration of Registrable Securities on Form S-3 which
        are
        intended to be offered on a continuous or delayed basis, such 180-day period
        shall be extended, if necessary, to keep the registration statement effective
        until all such Registrable Securities are sold, provided that Rule 415, or
        any
        successor rule under the Securities Act, permits an offering on a continuous
        or
        delayed basis, and provided further that applicable rules under the Securities
        Act governing the obligation to file a post-effective amendment, permit,
        in lieu
        of filing a post-effective amendment which (y) includes any prospectus required
        by Section 2.01(a)(3) of the Securities Act or (z) reflects facts or events
        representing a material or fundamental change in the information set forth
        in
        the registration statement, the incorporation by reference of information
        required to be included in (y) and (z) above to be contained in periodic
        reports
        filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration
        statement;

       

       (ii) Prepare
        and file with the Commission such amendments and supplements to such
        registration statement and the prospectus used in connection with such
        registration statement as may be necessary to reflect facts or events
        representing material or fundamental change in the information set forth
        therein
        or otherwise necessary to comply with the provisions of the Securities Act
        with
        respect to the disposition of all securities covered by such registration
        statement;

       

        (iii) Furnish
        such number of prospectuses and other documents incident thereto, including
        any
        amendment of or supplement to the prospectus, as a Holder from time to time
        may
        reasonably request;

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

        (iv) Notify
        each seller of Registrable Securities covered by such registration statement
        at
        any time when a prospectus relating thereto is required to be delivered under
        the Securities Act of the happening of any event as a result of which the
        prospectus included in such registration statement, as then in effect, includes
        an untrue statement of a material fact or omits to state a material fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading or incomplete in the light of the circumstances then existing,
        and at
        the request of any such seller, prepare and furnish to such seller a reasonable
        number of copies of a supplement to or an amendment of such prospectus as
        may be
        necessary so that, as thereafter delivered to the purchasers of such shares,
        such prospectus shall not include an untrue statement of a material fact
        or omit
        to state a material fact required to be stated therein or necessary to make
        the
        statements therein not misleading or incomplete in the light of the
        circumstances then existing;

       

        (v)Cause
        all
        such Registrable Securities to be listed on each securities exchange on which
        similar securities issued by the Company are then listed;

       

        (vi) Provide
        a
        transfer agent and registrar for all Registrable Securities and a CUSIP number
        for all such Registrable Securities, in each case not later than the effective
        date of such registration;

       

        (vii) Make
        available for inspection by the Holder, any underwriter participating in
        any
        disposition pursuant to such registration statement, and any attorney or
        accountant retained by any of the foregoing, all financial and other records,
        pertinent corporate documents and properties of the Company, and cause the
        Company’s officers and directors to supply all information reasonably requested
        by any such seller, underwriter, attorney or accountant in connection with
        such
        registration statement;

       

        (viii)Furnish
        to Holder a signed counterpart, addressed to the selling Holder,
        of:

       

      
        	(1) 	
                an
                  opinion of counsel for the Company, dated the effective date of
                  the
                  registration statement, and

              


      

       

      
        	(2) 	
                “comfort”
                  letters signed by the Company’s independent public accountants who have
                  examined and reported on the Company’s financial statements included in
                  the registration statement, to the extent permitted by the standards
                  of
                  the AICPA, covering substantially the same matters with respect
                  to the
                  registration statement (and the prospectus included therein) and
                  (in the
                  case of the accountants’ “comfort” letters) with respect to events
                  subsequent to the date of the financial statements, as are customarily
                  covered in opinions of issuer’s counsel and in accountants’ “comfort”
                  letters delivered to the underwriters in underwritten public offerings
                  of
                  securities;

              


      

       

        (ix) Furnish
        to the Holder a copy of all documents filed with and all correspondence from
        or
        to the SEC in connection with any such offering; and

       

        (x)  Otherwise
        use its best efforts to comply with all applicable rules and regulations
        of the
        SEC, and make available to its security holders, as soon as reasonably
        practicable, an earnings statement covering the period of at least twelve
        months, but not more than eighteen months, beginning with the first month
        after
        the effective date of the Registration Statement, which earnings statement
        shall
        satisfy the provisions of Section 11(a) of the Securities Act.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

        e. 
        Each
        Holder of Registrable Securities shall furnish to the Company such information
        regarding such Holder and the distribution proposed by such Holder as the
        Company may reasonably request in writing and as shall be reasonably required
        in
        connection with any registration, qualification or compliance referred to
        in
        this Section 2.01.

       

        f. 
        With
        a
        view to making available the benefits of certain rules and regulations of
        the
        SEC which may permit the sale of the Restricted Securities to the public
        without
        registration, the Company agrees to:

       

        (i) Make
        and
        keep public information available as those terms are understood and defined
        in
        Rule 144 under the Securities Act, at all times from and after ninety (90)
        days
        following the effective date of the first registration under the Securities
        Act
        filed by the Company for an offering of its securities to the general
        public;

       

       (ii) Use
        its
        best efforts to file with the SEC in a timely manner all reports and other
        documents required of the Company under the Securities Act and the Exchange
        Act
        at any time after it has become subject to such reporting
        requirements;

       

       (iii) So
        long
        as the Holder or its assignees owns any Registrable Securities, furnish
        forthwith upon request by the Holder or its assignees a written statement
        by the
        Company as to its compliance with the reporting requirements of Rule 144
        (at any
        time from and after ninety (90) days following the effective date of the
        first
        registration statement filed by the Company for an offering of its securities
        to
        the general public), and of the Securities Act and the Exchange Act (at any
        time
        after it has become subject to such reporting requirements), a copy of the
        most
        recent annual or quarterly report of the Company, and such other reports
        and
        documents so filed as a Holder may reasonably request in availing itself
        of any
        rule or regulation of the SEC allowing a Holder to sell any such securities
        without registration.

       

      


      The
        rights to cause the Company to register securities granted to the Holder
        under
        this Section 2.01 may be transferred or assigned by Holder to a transferee
        or
        assignee of any shares of Common Stock, provided that the Company is given
        written notice at the time of or within a reasonable time after said transfer
        or
        assignment, stating the name and address of said transferee or assignee and
        identifying the securities with respect to which such registration rights
        are
        being transferred or assigned.

       

      
        	
                2.02.  

              	
                Effective
                  Registration and Expenses

              


      

       

      The
        Company shall promptly notify the Purchaser of the date and time of declaration
        of effectiveness of such Registration Statement.  The Company shall
        pay the registration expenses in connection herewith.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      3.

      Registration
        Procedures

       

      
        	
                3.01.  

              	
                Obligations
                  of Company

              


      

       

      In
        connection with the obligations of the Company with respect to the registration
        of the Registrable Securities contemplated herein, the Company
        shall:

       

      (a)  prepare
        and file with the SEC such amendments and supplements (including required
        periodic reporting filings under the 1934 Act) to such Registration Statement
        and Prospectus included therein as may be necessary to keep such Registration
        Statement effective for the applicable period;  cause the Prospectus to be
        amended or supplemented as required and to be filed as required by Rule 424
        or any similar rule that may be adopted under the 1933 Act; respond as promptly
        as practicable to any comments received from the SEC with respect to the
        Registration Statement or any amendment thereto; and comply with the
        provisions of the 1933 Act with respect to the disposition of all securities
        covered by such Registration Statement during the applicable period in
        accordance with the intended method or methods of distribution by the selling
        Purchaser thereof.  The Company shall keep the Registration Statement
        effective at all times during the period continuing until the earlier of
        (i) the
        date when the Purchaser may sell all Registrable Securities under Rule 144
        without volume or other restrictions or limits or (ii) the date the Purchaser
        no
        longer own any of the Registrable Securities.  Notwithstanding
        anything to the contrary contained herein, the Company shall not be required
        to
        take any of the actions described in the sentence above (i) to the extent
        that
        the Company is in possession of material non-public information (such that
        it
        has been advised by counsel that a failure to disclose such information would
        constitute a material omission from the prospectus) and it delivers written
        notice to each such Purchaser of Registrable Securities to the effect that
        such
        selling Purchaser may not make offers or sales under the Registration Statement
        for a period not to exceed 30 days from the date of such notice, or has executed
        a letter of intent for a material merger, acquisition or disposition transaction
        and it delivers written notice to each such Purchaser of Registrable Securities
        to the effect that such selling Purchaser may not make offers or sales under
        the
        Registration Statement for a period not to exceed 60 days from the date of
        such
        notice; provided, however, that the Company may deliver only
        two such notices within any 12-month period, or (ii) to the extent that such
        registration would require initial or continuing disclosure of events or
        proceedings yet unreported that, in the opinion of the Board of Directors
        of the
        Company, would not be in the best interests of the Company and its stockholders
        and such disclosure is not otherwise required under applicable law (including
        applicable securities laws), and the Company delivers written notice to each
        such Purchaser of Registrable Securities to the effect that such selling
        Purchaser may not make offers or sales for a period not to exceed 60 days
        from
        the date of such notice; provided, however, that the Company
        may deliver only one such notice within any 365-day period.  The
        Purchaser shall promptly provide to the Company such information as the Company
        reasonably requests in order to identify such Purchaser and the method of
        distribution in a post-effective amendment to the Registration Statement
        or a
        supplement to the Prospectus.  Such Purchaser also shall notify the
        Company in writing upon completion of such offer or sale or at such time
        as such
        Purchaser no longer intends to make offers or sales under the Registration
        Statement;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (b)  use
        its
        best efforts to register or qualify the Registrable Securities by the time
        the
        Registration Statement is declared effective by the SEC under all applicable
        state securities or blue sky laws of such jurisdictions in the United States
        and
        its territories and possessions as any Purchaser of Registrable Securities
        covered by the Registration Statement shall reasonably request in writing
        and
        keep each such registration or qualification effective during the period
        such
        Registration Statement is required to be kept effective or during the period
        offers or sales are being made by a Purchaser that has delivered a Registration
        Notice to the Company, whichever is shorter; provided,
however, that in connection therewith, the Company shall not
        be
        required to  qualify as a foreign corporation to do business or to register
        as a broker or dealer in any such jurisdiction where it would not otherwise
        be
        required to qualify or register,  subject itself to taxation in any such
        jurisdiction, or file a general consent to service of process in any such
        jurisdiction;

       

      (c)  notify
        each selling Purchaser of Registrable Securities promptly and, if requested
        by
        such Purchaser, confirm in writing,  when the Registration Statement and
        any post-effective amendments thereto have become effective,  when any
        amendment or supplement to the Prospectus has been filed with the SEC,  of
        the issuance by the SEC or any state securities authority of any stop order
        suspending the effectiveness of the Registration Statement or any part thereof
        or the initiation of any proceedings for that purpose, if the Company
        receives any notification with respect to the suspension of the qualification
        of
        the Registrable Securities for offer or sale in any jurisdiction or the
        initia­tion of any proceeding for such purpose, and of the happening of
        any event during the period the Registration Statement is effective as a
        result
        of which such Registration Statement contains any untrue statement of a
        material fact or omits to state any material fact required to be stated therein
        or necessary to make the statements therein not misleading or  the
        Prospectus as then amended or supplemented contains any untrue statement
        of a
        material fact or omits to state any material fact necessary in order to make
        the
        statements therein, in light of the circumstances under which they were made,
        not misleading; provided, however, that the Company shall not
        be obligated to prepare and furnish any prospectus supplements or amendments
        relating to any material nonpublic information at any such time as the Board
        of
        Directors of the Company has determined that, for good business reasons,
        the
        disclosure of such material nonpublic information at that time would be
        materially detrimental to the Company in the circumstances and is not otherwise
        required under applicable law (including applicable securities laws);
provided, further, that the Company may only delay its
        obligations pursuant to the aforementioned proviso for a period of 60 days
        in
        any 180-day period;

       

      (d)  use
        its
        best efforts to obtain the withdrawal of any order suspending the effectiveness
        of the Registration Statement or any part thereof as promptly as
        possible;

       

      (e)  cooperate
        with the selling Purchaser of Registrable Securities to facilitate the timely
        preparation and delivery of unlegended certificates representing Registrable
        Securities to be sold; and enable unlegended certificates for such Registrable
        Securities to be issued for such numbers of shares and registered in such
        names
        as the selling Purchaser may reasonably request at least two business days
        prior
        to any sale of Registrable Securities;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (f)  use
        its
        best efforts to maintain the listing of the Common Stock on the securities
        market on which the Common Stock are now listed or on another national
        securities exchange or national market system, as those terms are used under
        the
        1934 Act;

       

      (g)  use
        its
        best efforts to cause all Registrable Securities to be listed on any securities
        market or exchange on which similar securities issued by the Company are
        then
        listed; and

       

      (h)  provide
        a
        transfer agent and registrar for all Registrable Securities registered hereunder
        and a CUSIP number for all Registrable Securities, not later than the effective
        date of the Registration Statement.

       

      (i)  permit
        a
        single firm of counsel designated by the Purchaser to review the Registration
        Statement and all amendments and supplements thereto a reasonable period
        of time
        (but not less than three (3) business days) prior to their filing with the
        SEC,
        and not file any document in a form to which such counsel reasonably objects
        (a
        "Disputed Document"); provided, however, that if Purchaser's counsel
        objects to such a Disputed Document, the Required Filing Date and the Required
        Effectiveness Date provided in Section 2.01 above shall be extended for such
        period of time as it requires for the Company's counsel and Purchaser's counsel
        to agree on changes to such Disputed Document.  The Company shall be
        responsible for payment of legal fees to the Purchaser's counsel for review
        of
        the Registration Statement in a maximum amount of $2,000.

       

      
        	
                3.02.  

              	
                Information
                  to be Provided

              


      

       

      The
        Company may require each Purchaser of Registrable Securities to furnish to
        the
        Company in writing such information regarding the proposed distribution by
        such
        Purchaser of such Registrable Securities as the Company may from time to
        time
        reasonably request in writing.

       

      
        	
                3.03.  

              	
                Duties
                  of Purchaser

              


      

       

      In
        connection with and as a condition to the Company’s obligations with respect to
        any Registration Statement, each Purchaser covenants and agrees
        that:

       

      (a)  it
        will
        not offer or sell any Registrable Securities under the Registration Statement
        until it has received notice from the Company that the Registration Statement
        and any post-effective amendments thereto have become effective;

       

      (b)  upon
        receipt of any notice from the Company contemplated by Section 3.01(a) or
        (c), such Purchaser shall not offer or sell any Registrable Securities pursuant
        to the Registration Statement until, in the sole discretion of the Company,
        the
        event no longer precludes sale or such Purchaser receives copies of the
        supplemented or amended Prospectus contemplated by Section 3.01(c) and
        receives notice that any post-effective amendment has become effective, and,
        if
        so directed by the Company, such Purchaser will deliver to the Company (at
        the
        expense of the Company) all copies in its possession, other than permanent
        file
        copies then in such Purchaser’s possession, of the Prospectus as amended or
        supplemented at the time of receipt of such notice; and

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (c)  the
        Purchaser and any of its officers, directors or affiliates, if any,  shall
        comply with the provisions of Regulation M under the 1934 Act, or any successor
        regulations, as applicable to them in connection with sales of Registrable
        Securities pursuant to the Registration Statement and  shall enter into
        such written agreements as the Company shall request to ensure compliance
        with
        this Section .

       

      4.

      Indemnification;
        Contribution

       

      
        	
                4.01.  

              	
                Indemnification
                  by the Company

              


      

       

      The
        Company agrees to indemnify and hold harmless each Purchaser and its officers
        and directors and each Person, if any, who controls any Purchaser within
        the
        meaning of Section 15 of the 1933 Act as follows:

       

      (a)  against
        any and all loss, liability, claim, damage and expense whatsoever, as incurred,
        to which such Purchaser, officer, director or controlling Person may become
        subject under the 1933 Act or otherwise that arise out of or are based upon
        any untrue statement or alleged untrue statement of a material fact contained
        in
        any Registration Statement or any amendment thereto, or the omission or alleged
        omission to state therein a material fact required to be stated therein or
        necessary to make the statements therein not misleading or  that arise out
        of or are based upon any untrue statement or alleged untrue statement of
        a
        material fact contained in any Prospectus or any amendment or supplement
        thereto, or the omission or alleged omission to state therein a material
        fact
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading;

       

      (b)  against
        any and all loss, liability, claim, damage and expense whatsoever, as incurred,
        to the extent of the aggregate amount paid in settlement of any litigation,
        or
        incurred in connection with any investigation or proceeding by any governmental
        agency or body, commenced or threatened, or of any claim whatsoever based
        upon
        any such untrue statement or alleged untrue statement or any omission or
        alleged
        omission contained in any Registration Statement, if such settlement is effected
        with the written consent of the Company; and

       

      (c)  subject
        to the limitations set forth in Section 4.01(e), against any and all expense
        whatsoever, as incurred (including reasonable fees and disbursements of
        counsel), reasonably incurred in investigating, preparing or defending against
        any litigation, or investigation or proceeding by any governmental agency
        or
        body, commenced or threatened, in each case whether or not a party, or any
        claim
        whatsoever based upon any such untrue statement or alleged untrue statement
        or
        omission or alleged omission, to the extent that any such expense is not
        paid
        under Sections or;

       

      (d)  any
        violation by the Company of any rule or regulation promulgated under the
        1933
        Act applicable to the Company in connection with any registration,
        qualification, or compliance of the Registrable Securities or any other capital
        stock of the Company;

       

      (e)  provided,
        however, that the indemnity provided pursuant to this Section 
shall not apply  to any amounts paid in settlement of any such loss,
        liability, claim, damage or expense if such settlement is effected without
        the
        consent of the Company (which consent shall not be unreasonably delayed or
        withheld), or  to any Purchaser with respect to any of the foregoing in
        this Section  that arises out of or is based upon any untrue statement or
        alleged untrue statement or omission or alleged omission made in reliance
        upon
        and in conformity with written information furnished to the Company by such
        Purchaser expressly for use in any Registration Statement or any amendment
        thereto or the Prospectus or any amendment or supplement thereto, or the
        Purchaser’s or an underwriter’s failure to deliver a copy of any Registration
        Statement or Prospectus or any amendments or supplements thereto after the
        Company has furnished the Purchaser or underwriter with the requested number
        of
        copies of the same.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                4.02.  

              	
                Indemnification
                  by Purchaser

              


      

       

      Each
        Purchaser severally agrees to indemnify and hold harmless the Company and
        the
        other selling Purchaser, and each of their respective directors and officers
        (including each director and officer of the Company who signed the Registration
        Statement), and each Person, if any, who controls the Company or any other
        selling Purchaser within the meaning of Section 15 of the 1933 Act, to the
        same extent as the indemnity contained in Section 4.01, but only insofar as
        such loss, liability, claim, damage or expense arises out of or is based
        upon any untrue statement or alleged untrue statement or omission or
        alleged omission made in any Registration Statement or any amendment thereto
        or
        the Prospectus or any amendment or supplement thereto in reliance upon and
        in
        conformity with written information furnished to the Company by such selling
        Purchaser for use therein relating to the Purchaser’s status as a selling
        security Purchaser, Purchaser’s failure to deliver a copy of any Registration
        Statement or Prospectus or any amendments or supplements thereto, to the
        extent
        such delivery is required to be made by Purchaser and after the Company has
        furnished Purchaser with the requested number of copies of the same, or
 the breach of any covenant contained in Section 3.03.

       

      
        	
                4.03.  

              	
                Conduct
                  of Indemnification
                  Proceedings

              


      

       

      Each
        indemnified party shall give reasonably prompt notice to each indemnifying
        party
        of any action or proceeding commenced against the indemnified party in respect
        of which indemnity may be sought hereunder, but failure to so notify an
        indemnifying party shall not relieve it from any liability which it may
        have under the indemnity agreement provided in Sections 4.01 or 4.02,
        unless and to the extent it did not otherwise learn of such action and the
        lack
        of notice by the indemnified party materially prejudices the indemnifying
        party
        or results in the forfeiture by the indem­nifying party of substantial
        rights and defenses and  shall not, in any event, relieve the indemnifying
        party from any obligations to any indemnified party other than the
        indemnification obligation provided under Sections  4.01
        or 4.02.  After receipt of such notice, the indemnifying party
        shall be entitled to participate in and, at its option, jointly with any
        other
        indemnifying party so notified, to assume the defense of such action or
        proceeding at such indemnifying party’s own expense with counsel chosen by such
        indemnifying party and approved by the indemnified party, which approval
        shall
        not be unreasonably withheld; provided, however, that, if the
        defendants in any such action or proceeding include both the indemnified
        party
        and the indemnifying party and the indemnified party reasonably deter­mines,
        upon advice of counsel, that a conflict of interest exists or that there
        may be
        legal defenses available to it or other indemnified parties that are different
        from or in addition to those available to the indemnifying party, then the
        indemnified party shall be entitled to one separate counsel, the reasonable
        fees
        and expenses of which shall be paid by the indemnifying party.  If the
        indemnifying party does not assume the defense of any such action or proceeding,
        after having received the notice referred to in the first sentence of this
        paragraph, the indemnifying party will pay the reasonable fees and expenses
        of
        counsel (which shall be limited to a single law firm) for the indemnified
        party.  In such event, however, the indemnifying party will not be
        liable for any settlement effected without the written consent of such
        indemnifying party.  If the indemnifying party assumes the defense of
        any such action or proceeding in accordance with this paragraph, such
        indemnifying party shall not be liable for any fees and expenses of counsel
        for
        the indem­nified party incurred thereafter in connection with such action or
        proceeding except as set forth in the proviso in the second sentence of this
        Section 4.03.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                4.04.  

              	
                Contribution

              


      

       

      (a)  In
        order
        to provide for just and equitable contribution in circumstances in which
        the
        indemnity agreement provided for in this Section 4 is for any reason held
        to be
        unenforceable although applicable in accordance with its terms, the Company
        and
        the selling Purchaser shall contribute to the aggregate losses, liabilities,
        claims, damages and expenses of the nature contemplated by such indemnity
        agreement incurred by the Company and the selling Purchaser, in such proportion
        as is appropriate to reflect the relative fault of and benefits to the Company
        on the one hand and the selling Purchaser on the other (in such proportions
        that
        the selling Purchaser are severally, not jointly, responsible for the balance),
        in connection with the statements or omissions which resulted in such losses,
        claims, damages, liabilities or expenses, as well as any other relevant
        equitable considerations.  The relative benefits to the indemnifying
        party and indemnified parties shall be determined by reference to, among
        other
        things, the total proceeds received by the indemnifying party and indemnified
        parties in connection with the offering to which such losses, claims, damages,
        liabilities or expenses relate.  The relative fault of the
        indemnifying party and indemnified parties shall be determined by reference
        to,
        among other things, whether the action in question, including any untrue
        or
        alleged untrue statement of a material fact or omission or alleged omission
        to
        state a material fact, has been made by, or relates to information supplied
        by,
        such indemnifying party or the indemnified parties, and the parties’ relative
        intent, knowledge, access to information and opportunity to correct or prevent
        such action.

       

      (b)  Notwithstanding
        the foregoing, no Person guilty of fraudulent misrepresentation (within the
        meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
        from
        any Person who was not guilty of such fraudulent
        misrepresentation.  For purposes of this Section 4.04(b), each
        Person, if any, who controls a Purchaser within the meaning of Section 15
        of the 1933 Act and directors and officers of a Purchaser shall have the
        same
        rights to contribution as such Purchaser, and each director of the Company,
        each
        officer of the Company who signed the Registration Statement and each Person,
        if
        any, who controls the Company within the meaning of Section 15 of the 1933
        Act
        shall have the same rights to contribution as the Company.

       

      
        	
                4.05.  

              	
                Survival
                  of Provisions

              


      

       

      The
        obligations of the Company and Purchaser under this Section  shall survive
        completion of any offering of Registrable Securities in a registration statement
        and the termination of this agreement.  No indemnifying party, in the
        defense of any such claim or litigation, shall, except with the consent of
        each
        indemnified party, consent to entry of any judgment or enter into any settlement
        which does not include as an unconditional term thereof the giving by the
        claimant or plaintiff to such indemnified party of a release from all liability
        in respect to such claim or litigation.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      5.

      Rule
        144 Reporting

       

      With
        a
        view to making available to each Purchaser the benefits of certain rules
        and
        regulations of the SEC which may permit the sale of the Registrable Securities
        to the public without registration, the Company agrees to use its best efforts
        to:

       

      (a)  make
        and
        keep public information available, as those terms are understood and defined
        in
        SEC Rule 144 or any similar or analogous rule promulgated under the 1933
        Act;

       

      (b)  file
        with
        the SEC, in a timely manner, all reports and other documents required of
        the
        Company under the 1934 Act; and

       

      (c)  so
        long
        as a Purchaser owns any Registrable Securities, furnish to such Purchaser
        forthwith upon request  a copy of the most recent annual and/or quarterly
        report of the Company  and such other reports and documents as a Purchaser
        reasonably may request in availing itself of any rule or regulation of the
        SEC
        allowing it to sell any such securities without registration.

       

      6.

      Transfer
        of Shares

       

      
        	
                6.01.  

              	
                Restrictions

              


      

       

      (a)  Purchaser
        agrees not to make any disposition of all or any portion of the Common Stock
        or
        Registrable Securities unless and until:

       

      (i)  there
        is
        then in effect a registration statement under the 1933 Act covering such
        proposed disposition and such disposition is made in accordance with such
        registration statement; or

       

      (ii)  the
        Purchaser shall have  notified the Company of the proposed disposition and
 furnished the Company with  a statement of the circumstances
        surrounding the proposed disposition, and  if reasonably requested by the
        Company, an opinion of counsel reasonably satisfactory to the Company and
        its
        counsel that such disposition will not require registration of such Registrable
        Securities under the 1933 Act.

       

      (b)  The
        Purchaser agrees to not engage in hedging activities or engage in short sales
        of
        the Company’s Common Stock for so long as Purchaser owns any Registrable
        Securities.

       

      
        	
                6.02.  

              	
                Legends

              


      

       

      (a)  Unless
        otherwise permitted by the provisions of this Agreement, each certificate
        representing Common Stock or Registrable Securities shall be stamped or
        otherwise imprinted with a legend (the "Private Placement Legend"), in addition
        to any legend required under applicable state securities laws.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (b)  Upon
        the
        exchange or replacement of Shares or Registrable Securities bearing the Private
        Placement Legend, the Company shall deliver only Shares or Registrable
        Securities, as applicable, that bear the Private Placement Legend, unless:
         such transfer or exchange is effected pursuant to an effective
        registration statement under the 1933 Act; or  in the case of Shares, such
        Shares were acquired pursuant to an effective registration statement under
        the
        1933 Act; or

       

       there
        is delivered to the Company an opinion of counsel reasonably satisfactory
        to the
        Company and its counsel that such disposition will not require registration
        of
        such Shares under the 1933 Act..

       

      (c)  Any
        legend endorsed on an instrument pursuant to applicable state securities
        laws
        and the stop-transfer instructions with respect to such securities shall
        be
        removed upon receipt by the Company of an order of the appropriate blue sky
        authority authorizing such removal.

       

      
        	
                6.03.  

              	
                Transfer
                  of Rights to Subsequent
                  Purchaser

              


      

       

      Subject
        to the foregoing restrictions, the Company and the Purchaser hereby agree
        that
        any transferee and/or subsequent Purchaser of Registrable Securities shall
        be
        entitled to all benefits and subject to all obligations hereunder as a Purchaser
        of Registrable Securities.  By its acceptance of any Shares or
        Registrable Securities bearing the Private Placement Legend, each Purchaser
        acknowledges the restrictions on transfer of the Common Stock and Registrable
        Securities, as applicable, set forth in this Agreement and agrees that it
        shall
        transfer the Common Stock or Registrable Securities, as applicable, only
        as
        provided in this Agreement.

       

      7.

      General
        Provisions

       

      
        	
                7.01.  

              	
                Amendments
                  and Waivers

              


      

       

      The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified, supplemented or waived, nor may consent to departures
        therefrom be given, without the written consent of the Company and the Purchaser
        of a majority of the outstanding Registrable Securities.  Notice of
        any such amendment, modification, supplement, waiver or consent adopted in
        accordance with this Section shall be provided by the Company to each
        Purchaser of Registrable Securities at least 30 days prior to the effective
        date
        of such amendment, modification, supplement, waiver or consent.

       

      
        	
                7.02.  

              	
                Successors
                  and Assigns

              


      

       

      This
        Agreement shall inure to the benefit of and be binding upon the successors,
        assigns and transferees of each of the parties, including subsequent Purchaser
        without the need for an express assignment.  If any successor,
        assignee or transferee of any Purchaser shall acquire Registrable Securities,
        in
        any manner, whether by operation of law or otherwise, such Registrable
        Securities shall be held subject to all of the terms of this Agreement, and
        by
        taking and holding Registrable Securities such Person shall be conclusively
        deemed to have agreed to be bound by all of the terms and provisions
        hereof.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                7.03.  

              	
                Specific
                  Performance

              


      

       

      The
        parties hereto acknowledge that there would be no adequate remedy at law
        if any
        party fails to perform any of its obligations hereunder, and accordingly
        agree
        that each party, in addition to any other remedy to which it may be entitled
        at
        law or in equity, shall be entitled to compel specific performance of the
        obligations of any other party under this Agreement in accordance with the
        terms
        and conditions of this Agreement.

       

      
        	
                7.04.  

              	
                Notices

              


      

       

      All
        notices, requests, consents and other communications hereunder shall be in
        writing and shall be deemed to have been made (x) upon actual receipt, when
        given by hand or confirmed facsimile or electronic mail transmission,
        (y) one day after delivery to the carrier, when given by overnight delivery
        service or (z) two days after mailing, when given by first-class registered
        or certified mail, postage prepaid, return receipt requested; in any case
        to the
        following address, or to such other address as a party, by notice to the
        other
        parties given pursuant to this Section , may designate from time to
        time:

       

      
        	
                a. If
                  to Purchaser, to the addresses set 

                forth
                  in Exhibit A attached hereto, 

                with
                  a copy to the Purchaser, at the 

                address
                  set forth in the Purchase 

                Agreement.

                 

                 

              	 
	
                b. If
                  to the Company, to:

                       
                  Provectus Pharmaceuticals, Inc.

                Attention:
                  President

                7327
                  Oak Ridge Highway, Suite A

                Knoxville,
                  TN 37931

                Facsimile:
                  865.539.9654

              	
                With
                  a copy to:

                Baker,
                  Donelson, Bearman, Caldwell & Berkowitz, PC

                Attention:
                  Linda Crouch

                207
                  Mockingbird Lane

                PO
                  Box 3038 CRS

                Johnson
                  City, TN  37602

                Facsimile:  (423)
                  928-5694

                 

              


      

      
        	
                7.05.  

              	
                Governing
                  Law; Venue of Actions

              


      

       

      (a)  This
        Agreement shall be governed and construed in accordance with the internal
        laws
        of the State of New York as applied to contracts made and performed within
        the
        State of New York, without regard to the principles thereof regarding resolution
        of conflicts of law.

       

      (b)  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 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.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                7.06.  

              	
                Entire
                  Agreement

              


      

       

      This
        Agreement is intended by the parties as a final expression of their agreement
        and intended to be a complete and exclusive statement of the agreement and
        understanding of the parties hereto in respect of the subject matter contained
        herein.  This Agreement supersedes all prior agreements and
        understandings between the parties with respect to such subject
        matter.

       

      
        	
                7.07.  

              	
                Severability

              


      

       

      In
        the
        event one or more of the provisions of this Agreement should, for any reason,
        be
        held to be invalid, illegal or unenforceable in any respect, such invalidity,
        illegality, or unenforceability shall not affect any other provisions of
        this
        Agreement, and this Agreement shall be construed as if such invalid, illegal
        or
        unenforceable provision had never been contained herein.

       

      
        	
                7.08.  

              	
                Counterparts

              


      

       

      This
        Agreement may be executed in any number of counterparts and by the parties
        hereto in separate counterparts, each of which when so executed shall be
        deemed
        to be an original and all of which taken together shall constitute one and
        the
        same agreement.

       

      


      *signatures
        appear on following page*


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      SIGNATURES

       

      IN
        WITNESS WHEREOF, the Company and the Purchaser have executed this Agreement
        to
        be as of the Effective Date.

       

      


      Provectus
        Pharmaceuticals, Inc., a Nevada corporation

       

      By:                                                            

       

      Name:                                                            

       

      Title:                                                            

       

      


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

      


      


      ___________________________________

       

      Date: 
        ___________________,
        ________                     
            
By:____________________________

                                                                                                                    
        Its:____________________________


       

      


      
 

      


       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      PURCHASER

       

      
        	
                Purchaser

              	
                Notice
                  Address

                 

              
	
                _______________________________

                 

              	 
	 	 
	 	 


      

      


       

      


       


      
        
          
          

        

        
          19