COMMON STOCK PURCHASE WARRANTGeoVax Labs, Inc. • June 26th, 2020 • Services-commercial physical & biological research
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 date hereof (the “Initial Exercise 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. 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).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE June ___, 2021(1)GeoVax Labs, Inc. • June 26th, 2020 • 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”).
SECURITY AGREEMENTSecurity 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”).
SUBSIDIARY GUARANTEESubsidiary 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.
AGREEMENT REGARDING OUTSTANDING CONVERTIBLE PREFERRED STOCK AND WARRANTSAgreement Regarding Outstanding • June 26th, 2020 • GeoVax Labs, Inc. • Services-commercial physical & biological research
This Agreement, dated as of June 25, 2020, is among GeoVax Labs, Inc., a Delaware corporation (the “Company”), Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (collectively, the “Sabby Funds”).
