GEOVAX LABS, INC. From Units Representing $5 Million (________ Units) to Units Representing $35 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 • June 25th, 2010 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Delaware
GeoVax Labs, Inc., a Delaware corporation (the “Company”) proposes to issue and sell units (the “Company Units”), with each Company Unit consisting of one share of common stock (each, a “Company 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 “Company 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”). In addition, the Company together with Emory University (the “Selling Stockholder”) propose to issue and sell units (the “Selling Stockholder Units,” and together with the Company Units, the “Units”), with each Selling Stockholder Unit consisting of one share of Common Stock held by the Selling Stockholder (each, a “S
SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2010 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Delaware
The undersigned (the “Investor”) hereby confirms its agreement with GeoVax Labs, Inc., a Delaware corporation (the “Company”), and if applicable, Emory University (the “Selling Stockholder”), as follows:
ESCROW AGREEMENTEscrow Agreement • June 25th, 2010 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Delaware
THIS ESCROW AGREEMENT, dated as of June ___, 2010 (“Escrow Agreement”), is by and among GLOBAL HUNTER SECURITIES LLC, a New York limited liability company (the “Placement Agent”), GEOVAX LABS, INC., a Delaware corporation (the “Company”), and EMORY UNIVERSITY, a Georgia nonprofit corporation (“Emory” or the “Selling Stockholder”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York banking association, as Escrow Agent hereunder (“Escrow Agent”). The Company and the Selling Stockholder are hereinafter referred to as the “Sellers,” provided, however, that if only Company Units (as defined herein) are sold, then the phrase “Sellers” shall mean and refer only to the Company.
