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 AGREEMENTPlacement 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
GEOVAX LABS, INC. UNITS SUBSCRIPTION AGREEMENTSubscription Agreement • March 4th, 2011 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Delaware
CALLABLE COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC.Callable Common Stock Purchase Warrant • March 4th, 2011 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Delaware
THIS CALLABLE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________________ (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 the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to _____________ shares (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).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • March 4th, 2011 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Delaware
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of , is entered into by and between GILFORD SECURITIES INCORPORATED (collectively, the “Placement Agent”), GEOVAX LABS, INC. , a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION , as escrow agent (the “Escrow Agent”).
