Exhibit 4.4
WARRANT
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.
PROVECTUS PHARMACEUTICALS, INC.
COMMON STOCK PURCHASE WARRANT
1. Issuance; Certain Definitions. In consideration of good and valuable
consideration, the receipt of which is hereby acknowledged by PROVECTUS
PHARMACEUTICALS, INC., a Nevada corporation (the "Company"), or registered
assigns (the "Holder") is hereby granted
the right to purchase at any time until
5:00 p.m., New York City time, on
___________________2004,
________________________ (______) fully paid and nonassessable shares of the
Company's Common Stock, $0.001 par value per share (the
"Common Stock"), at
an
initial exercise price per share (the "Exercise Price") of $1.00 per share,
subject to further adjustment as set forth herein. Capitalized terms not
otherwise herein defined shall have the meanings ascribed to them in the
Securities Purchase Agreement between the
Company and the Holder dated June 25,
2004 (the "Agreement").
2. Exercise of Warrants.
2.1 Method of
Exercise.
(a) This Warrant is
exercisable
in whole or in part at
any time and from
time to time. Such
exercise shall be effectuated by submitting to the
Company (either
by delivery to the Company or by facsimile
transmission as
provided in Section 8
hereof) a completed
and duly
executed Notice of
Exercise
(substantially in the
form attached to
this Warrant) as provided in this paragraph. The date such Notice of
Exercise is
faxed to the Company shall be the "Exercise Date,"
provided that
the Holder of this Warrant tenders this Warrant
Certificate to the Company within five (5) business days
thereafter.
The Notice of Exercise shall be executed by the Holder of this
Warrant
and shall indicate the number of shares then being purchased
pursuant
to such exercise. Upon surrender of this Warrant Certificate,
together
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with appropriate
payment of the Exercise Price for the shares of
Common Stock
purchased,
the Holder
shall be entitled to receive a
certificate or
certificates
for the shares of Common Stock so
purchased.
(b) If the Notice of
Exercise form elects a "cashless" exercise, the
Holder shall
thereby be entitled to receive a number of shares
of
Common Stock equal to
(x) the excess of the Current Market Value (as
defined below) over
the total cash
exercise price of the
portion of
the Warrant then being
exercised, divided by
(y) the Market Price of
the Common
Stock as of the trading day immediately prior to the
Exercise Date.
For the purposes of this Warrant, the terms (Q)
"Current Market Value" shall be an amount equal to the Market Price
of
the Common
Stock as of the trading day immediately prior to the
Exercise Date, multiplied by the number of shares of Common
Stock
specified in such Notice of Exercise Form, and (R) "Market Price of
the Common Stock"
shall be the closing
price of the Common
Stock as
reported by the Reporting Service for the relevant
date. The holder
may not elect a
"cashless"
exercise until one year from the date
hereof or any time when there is a currently effective Registration
Statement for the shares of Common Stock underlying the
warrants.
(c) If the Notice of
Exercise form elects a "cash" exercise, the Exercise
Price per share of Common Stock for the shares then being exercised
shall be payable in cash or by certified or official bank
check.
(d) The Holder shall be
deemed to be the holder of the shares issuable to
it in accordance
with the provisions of this Section 2.1 on the
Exercise Date
2.2 Limitation
on Exercise. Notwithstanding the provisions of this Warrant,
the Agreement or of the other Transaction
Agreements, in no event (except (i) as
specifically provided in this Warrant as an
exception to this
provision, (ii)
while there is outstanding a tender offer for any or all of the shares
of the
Company's Common Stock, or (iii) at the
Holder's option, on at
least sixty-five
(65) days' advance written notice from the Holder)
shall the Holder be entitled
to exercise this Warrant, or shall the Company have the
obligation
to issue
shares upon such exercise of all or any portion of this
Warrant to the
extent
that, after such exercise the sum of (1) the number of
shares of Common Stock
beneficially owned by the Holder and its
affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the
unexercised portion of the Warrants or other
rights to purchase
Common Stock),
and (2) the number of shares of Common
Stock issuable
upon the exercise of
the
Warrants with respect to which the
determination of this
proviso is being made,
would result in beneficial ownership by the Holder and its
affiliates of more
than 9.99% of the outstanding shares of Common Stock (after
taking into account
the shares to be issued to the Holder upon
such exercise).
For purposes of
the
proviso to the immediately preceding sentence, beneficial ownership shall be
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determined in accordance with Section 13(d) of the
Securities
Exchange Act of
1934, as amended (the "1934 Act"), except
as otherwise provided in clause (1) of
such sentence. The Holder, by its acceptance of this Warrant,
further agrees
that if the Holder transfers or assigns any of the
Warrants, such assignment
shall be made subject to the transferee's
or assignee's specific agreement to be
bound by the provisions of th
