Form of Common Stock Option Agreement for Independent Directors

Exhibit 10.2

COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

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 BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN

1. Issuance; Certain Definitions. In consideration of good and valuable consideration as of [●] (the “Grant Date”), the receipt of which is hereby acknowledged by PROVECTUS BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [●] 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 [●], [●] 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 [●] per share, subject to further adjustment as set forth herein. This Stock Option is being issued pursuant to that certain Subscription Agreement by and between the Company and the Holder of even date herewith. The Company and the Holder are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”

2. Exercise of Stock Options.

2.1 Method of Exercise.

2.2 Limitation on Exercise. Notwithstanding the provisions of this Stock Option or the Subscription Agreement, in no event (except (i) as specifically provided in this Stock Option 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 Stock Option, or shall the Company have the obligation to issue shares upon such exercise of all or any portion of this Stock Option 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 Stock Options or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon the exercise of the Stock Options 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 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 Stock Option, further agrees that if the Holder transfers or assigns any of the Stock Options, 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 Stock Option there shall be reserved for issuance upon exercise of this Stock Option such number of shares of its Common Stock as shall be required for issuance upon exercise of this Stock Option (the “Stock Option Shares”). The Company agrees that all Stock Option Shares issued upon due exercise of the Stock Option shall be, at the time of delivery of the certificates for such Stock Option Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

4. Mutilation or Loss of Stock Option. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Stock Option, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Stock Option, the Company will execute and deliver a duplicate Stock Option and any such lost, stolen, destroyed or mutilated Stock Option shall thereupon become void.

5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Stock Option and are not enforceable against the Company except to the extent set forth herein.

6. Protection Against Dilution and Other Adjustments.

6.1 Adjustment Mechanism. If an adjustment of the Exercise Price is required pursuant to this Section 6, the Holder shall be entitled to purchase such number of additional shares of Common Stock as will cause (i) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Stock Option, multiplied by (ii) the adjusted Exercise Price per share, to equal (iii) the dollar amount of the total number of shares of Common Stock Holder is entitled to purchase before adjustment multiplied by the total Exercise Price immediately before adjustment.

6.2 Dividends; Distributions. If the Company shall, at any time or from time to time while this Stock Option is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Exercise Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Stock Option Shares purchasable upon exercise of this Stock Option shall be adjusted by multiplying the number of Stock Option Shares purchasable upon exercise of this Stock Option immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Exercise Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.

6.3 Reorganization; Reclassification; Merger; Consolidation. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Stock Option Shares immediately theretofore issuable upon exercise of the Stock Option, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Stock Option Shares equal to the number of Stock Option Shares immediately theretofore issuable upon exercise of the Stock Option, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Stock Option. The provisions of this Section 6.3 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

6.4 Distributions to Holders of Common Stock. In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 6.2, or subscription rights or stock options), the Exercise Price to be in effect after such payment date shall be determined by multiplying the Exercise Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Current Market Value per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or stock options, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Current Market Value per share of Common Stock immediately prior to such payment date.

7. Transfer to Comply with the Securities Act. This Stock Option has not been registered under the Securities Act of 1933, as amended, (the “Act”) and has been issued to the Holder for investment and not with a view to the distribution of either the Stock Option or the Stock Option Shares. Except for transfers to officers, employees and affiliates of the Holder, neither this Stock Option nor any of the Stock Option Shares or any other security issued or issuable upon exercise of this Stock Option may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Stock Option, the Stock Option Shares and any other security issued or issuable upon exercise of this Stock Option shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.

8. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, four days after the date of deposit in the United States mails, as follows:

If to the Company, to:

PROVECTUS BIOPHARMACEUTICALS, INC.

800 S. Gay St., Suite 1610

Knoxville, TN 37929

Attention: Heather Raines, Chief Financial Officer

Telephone: (866) 594-5999 (ext. 11)

Facsimile: (866) 998-0005

with a copy to:

Nathan Kibler

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

265 Brookview Centre Way, Suite 600

Knoxville, TN 37919

Telephone: (865) 549-7125

Facsimile: (865) 633-7125

If to the Holder, to:

[●]

[●]

[●]

Any Party may give notice in accordance with this Section to designate to another address or person for receipt of notices hereunder.

9. Supplements and Amendments; Whole Agreement. This Stock Option may be amended or supplemented only by an instrument in writing signed by the Parties hereto. This Stock Option contains the full understanding of the Parties with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

10. Governing Law. This Stock Option shall be governed by, and construed in accordance with, the internal laws of the State of Tennessee without regard to the choice of law principles thereof. Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Tennessee located in Knox County and the United States District Court for the Eastern District of Tennessee for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Stock Option and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Stock Option. Each of the Parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each Party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

11. Jury Trial Waiver. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS STOCK OPTION AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

12. Counterparts. This Stock Option may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

13. Descriptive Headings. Descriptive headings of the several Sections of this Stock Option are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the Company has executed this Stock Option as of the date set forth above.

NOTICE OF EXERCISE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

STOCK OPTION TO PURCHASE COMMON STOCK

PROVECTUS BIOPHARMACEUTICALS, INC.

The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Stock Option Shares”) of Provectus Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), evidenced by the enclosed stock option (the “Stock Option”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

____________ a “Cash Exercise” with respect to _________________ Warrant Shares; and/or

____________ a “Cashless Exercise” with respect to _______________ Stock Option Shares.

In the event that the Holder has elected a Cashless Exercise with respect to some or all of the Stock Option Shares to be issued pursuant hereto, the Holder hereby represents and warrants that this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set forth below.

2. Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Stock Option Shares to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Stock Option.

3. Delivery of Stock Option Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Stock Option Shares in accordance with the terms of the Stock Option. Delivery shall be made to Holder, or for its benefit, to the following address:

_______________________

_______________________

_______________________

______________________

Name of Registered Holder