0001193125-15-228037 Sample Contracts

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • June 19th, 2015 • Provectus Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT made as of June , 2015 (“Issuance Date”), between Provectus Biopharmaceuticals, Inc., a Delaware corporation, with offices at 7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee 37931 (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 1717 Arch Street, Suite 1300, Philadelphia, Pennsylvania 19103 (the “Warrant Agent”).

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17,500,000 SHARES OF COMMON STOCK AND 17,500,000 WARRANTS OF PROVECTUS BIOPHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 19th, 2015 • Provectus Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned, Provectus Biopharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Provectus Biopharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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