SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
SECOND
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This
Second Amendment to Agreement and Plan of Merger (this “Amendment”), dated
September 27, 2006, is made by and among Dauphin Technology, Inc., an Illinois
corporation (“Dauphin”), GeoVax Acquisition Corp., a Georgia corporation and
wholly-owned subsidiary of Dauphin (“Merger Subsidiary”), and GeoVax, Inc., a
Georgia corporation (“GeoVax”).
WHEREAS,
the
parties to this Amendment entered into that certain Agreement and Plan of
Merger
dated January 20, 2006 (as amended to date, the “Merger Agreement”);
and
WHEREAS,
the
parties to this Amendment desire to amend the Merger Agreement as hereinafter
provided;
NOW,
THEREFORE,
in
consideration of the premises and other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties to
this
Amendment agree as follows:
1. All
capitalized terms not defined herein shall have the respective meanings assigned
to them in the Merger Agreement.
2. The
last
sentence of Section 1.3(a) of the Merger Agreement is hereby modified to
read as
follows:
“As
a
result of the Merger, each share of GeoVax Common Stock will be converted
into
the right to receive 29.6521
Dauphin
Shares and each share of GeoVax Preferred Stock will be converted into the
right
to receive 29.6521 Dauphin Shares.”
3. The
first
sentence of Section 4.3 of the Merger Agreement is hereby modified to read
as
follows:
“The
authorized capital stock of GeoVax consists of (i) 50,000,000 shares of common
stock, no par value, of which 10,548,648 shares are issued and outstanding,
and
(ii) 20,000,000
shares of preferred stock, no par value, of which 5,987,520 shares are issued
and outstanding.”
4. Schedules
1.3(b), 1.7(b), 1.10 and Schedule (IV) of the Merger Agreement are hereby
modified and replaced in their entirety in the form annexed hereto as
Exhibit
A.
5. Except
as
amended hereby, the Merger Agreement shall continue in full force and effect
in
accordance with its terms.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF,
the
parties have executed this Amendment as of the date set forth
above.
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Dauphin
Technology, Inc., an Illinois corporation
By:
/s/
Xxxxxx X. Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx, President
|
GeoVax,
Inc., a Georgia corporation
By:
/s/
Xxxxxx X. Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx, CEO
|
|
GeoVax
Acquisition Corp., a Georgia corporation
By:
/s/
Xxxxxx X. Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx, President
|
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