GeoVax Labs, Inc. Sample Contracts

WITNESSETH:
Escrow Agreement • August 29th, 2000 • Dauphin Technology Inc • Computer & office equipment • Illinois
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COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC.
Common Stock Purchase Warrant • August 30th, 2024 • GeoVax Labs, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________ or its assigns (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 the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to 975,610 shares (as subject to adjustment hereunder, 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 30th, 2024 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 28, 2024, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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ARTICLE I
Asset Purchase Agreement • May 16th, 2003 • Dauphin Technology Inc • Computer & office equipment • Illinois
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 9th, 2017 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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Exhibit 2.1 ----------- FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger ("Amendment") is dated June 29, 2006 by and among Dauphin Technology, Inc., an Illinois corporation ("Dauphin"), GeoVax...
Agreement and Plan of Merger • July 13th, 2006 • Dauphin Technology Inc • Computer & office equipment
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PRE-FUNDED COMMON STOCK PURCHASE WARRANT
Security Agreement • September 29th, 2020 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [*] or its assigns (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 the date hereof (the “Original Issuance Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“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). The Company and the Holder each acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, this Warrant shall take on certain characteristics of the Company’s 5% Original Issue Discount Seni

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 26th, 2020 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2020, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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WHEREAS, the Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of September 28, 2001, as amended by Amendment to Securities Purchase Agreement, dated as of September 28, 2001 (the "Securities ----------...
Registration Rights Agreement • October 12th, 2001 • Dauphin Technology Inc • Computer & office equipment • New York
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FACTS:
Common Stock Purchase Agreement • July 21st, 2000 • Dauphin Technology Inc • Computer & office equipment
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This SECURITIES PURCHASE AGREEMENT is entered into as of the 28th day of September, 2001 (this "Agreement"), by and between Crescent International Ltd. --------- (the "Investor"), an entity organized and existing under the laws of Bermuda, --------...
Securities Purchase Agreement • October 12th, 2001 • Dauphin Technology Inc • Computer & office equipment • New York
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PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC.
Pre-Funded Common Stock Purchase Warrant • August 30th, 2024 • GeoVax Labs, Inc. • Pharmaceutical preparations

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or its assigns (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 the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to 138,110 shares (as subject to adjustment hereunder, 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).

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COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC.
Common Stock Purchase Warrant • January 20th, 2022 • GeoVax Labs, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to 3,067,484 shares (as subject to adjustment hereunder, 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2012 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2012, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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BY AND BETWEEN
Asset Purchase Agreement • July 16th, 2001 • Dauphin Technology Inc • Computer & office equipment • Illinois
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5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE June ___, 2021(1)
Convertible Security Agreement • June 26th, 2020 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York

THIS 5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Original Issue Discount Senior Secured Convertible Debentures of GeoVax Labs, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1900 Lake Park Drive, Suite 380, Smyrna, Georgia 30080, designated as its 5% Original Issue Discount Senior Secured Convertible Debenture due June ___, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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SECURITY AGREEMENT
Security Agreement • June 26th, 2020 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York

This SECURITY AGREEMENT, dated as of June __, 2020 (this “Agreement”), is among GeoVax Labs, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 5% Original Issue Discount Senior Secured Convertible Debentures due 12 months following their issuance, in the original aggregate principal amount of $1,200,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

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AT THE MARKET OFFERING AGREEMENT July 18, 2023
At the Market Offering Agreement • July 18th, 2023 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York

GeoVax Labs, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

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1,440,000 SHARES OF COMMON STOCK GEOVAX LABS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 11th, 2021 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York

The undersigned, GEOVAX LABS, INC., a company incorporated under the laws of Delaware (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 which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, 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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SUBSIDIARY GUARANTEE
Subsidiary Guarantee • June 26th, 2020 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York

SUBSIDIARY GUARANTEE, dated as of June __, 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between GeoVax Labs, Inc., a Delaware corporation (the “Company”) and the Purchasers.

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COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • August 18th, 2020 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (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 the date hereof (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole re

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 30th, 2024 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York
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GEOVAX LABS, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • September 25th, 2024 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York

GeoVax Labs, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:

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COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC.
Common Stock Purchase Warrant • July 12th, 2024 • GeoVax Labs, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (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 the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth (5th) anniversary of the Stockholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to 2,170,000 shares (as subject to adjustment hereunder, 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).

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SERIES I COMMON STOCK PURCHASE WARRANT
Security Agreement • February 26th, 2019 • GeoVax Labs, Inc. • Services-commercial physical & biological research

THIS SERIES I COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Sabby Healthcare Master Fund, Ltd or its assigns (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 August __, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to _________________ shares (as subject to adjustment hereunder, 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).

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PRE-FUNDED COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC.
Pre-Funded Common Stock Agreement • January 20th, 2022 • GeoVax Labs, Inc. • Pharmaceutical preparations

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (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 the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to 2,360,000 shares (as subject to adjustment hereunder, 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).

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RECITALS:
Asset Purchase Agreement • August 29th, 2000 • Dauphin Technology Inc • Computer & office equipment • Illinois
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 20th, 2022 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 14, 2022, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • September 29th, 2020 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of September 29, 2020 (the “Issuance Date”) between GeoVax Labs, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

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Exhibit 10.2 AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 12th, 2001 • Dauphin Technology Inc • Computer & office equipment • New York
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ESCROW AGREEMENT This Escrow Agreement ("Agreement") is made as of the 6th day of June, 1997, by and between Dauphin Technology, Inc., an Illinois corporation ("Dauphin"); Richard M. Schultz, ("Schultz")individually and on behalf of Georgette...
Escrow Agreement • June 19th, 1997 • Dauphin Technology Inc • Computer & office equipment • Illinois
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EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of the 6th day of June, 1997, by and between Richard M. Schultz ("Schultz") and R. M. Schultz & Associates, Inc., an Illinois corporation ("Company"), a...
Employment Agreement • June 19th, 1997 • Dauphin Technology Inc • Computer & office equipment • Illinois
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 20th, 2022 • GeoVax Labs, Inc. • Pharmaceutical preparations

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).

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COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • July 20th, 2020 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (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 the date hereof (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole r

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GEOVAX LABS, INC. Units Representing up to $10 Million (________ Units), Each Consisting of One Share of Common Stock and One Five-Year Warrant to Purchase One (1) Additional Share of Common Stock PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 4th, 2011 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Delaware

GeoVax Labs, Inc., a Delaware corporation (the “Company”) proposes to issue and sell units (the “Units”), with each Unit consisting of one share of common stock (each, a “Share”), par value $0.001 per share (the “Common Stock”) and one five-year warrant to purchase one (1) additional share of Common Stock, a form of which is attached hereto as Exhibit A (each, a “Warrant”) to certain investors that are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) or “qualified institutional buyers” within the meaning of Rule 144A (collectively, the “Investors”), or are otherwise approved by the Company to invest. The Company desires to engage Gilford Securities, Incorporated (“Gilford”) as the placement agent ( the “Placement Agent”) in connection with such issuance and sale of the Units (the “Offering”). The Units, Shares and Warrants are more fully described in the Registration Statement (as hereinafter d

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