EXHIBIT 4.2
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 _______, 2010, ____________________
(_________) 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 $0.75 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
_______, 2005 (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
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.
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(b) 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.
(c) 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 4.99% 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 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 this
Section 2.2 as if such
transferee
or assignee
were the original
Holder
hereof.
3. Reservation of Shares. The Company
hereby agrees that at all times during the
term of this Warrant there shall be reserved for
issuance upon exercise of this
Warrant such number of shares of its
Common Stock as shall be required for
issuance upon exercise of this Warrant (the
"Warrant Shares").
4. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss
