0001144204-10-068005 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2010 • Provectus Pharmaceuticals Inc • Pharmaceutical preparations • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 22, 2010, by and between PROVECTUS PHARMACEUTICALS, INC., a Nevada corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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COMMON STOCK PURCHASE WARRANT PROVECTUS PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • December 23rd, 2010 • Provectus Pharmaceuticals Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lincoln Park Capital Fund, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Provectus Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to 500,000 shares (the “Warrant Shares”) of Common Stock The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PURCHASE AGREEMENT
Purchase Agreement • December 23rd, 2010 • Provectus Pharmaceuticals Inc • Pharmaceutical preparations • Nevada

PURCHASE AGREEMENT (the “Agreement”), dated as of December 22, 2010, by and between PROVECTUS PHARMACEUTICALS, INC., a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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