PRE-FUNDED COMMON STOCK PURCHASE WARRANTGeoVax Labs, Inc. • September 8th, 2020 • 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).
ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK GEOVAX LABS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2020 • 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.
GEOVAX LABS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2020 • GeoVax Labs, Inc. • Pharmaceutical preparations • Georgia
This Subscription Agreement (this “Subscription Agreement”) is made and effective as of [*], 2020 by and between GeoVax Labs, Inc. (the “Company”) and the undersigned current or former executive officer or non-employee director of the Company (“Management Creditor”) in connection with certain deferred compensation owed to Management Creditor. In consideration of the covenants and promises contained in this Subscription Agreement, Management Creditor’s purchase of the amount of Management Units (as defined below) set forth on the signature page to this Subscription Agreement, a cash payment (subject to all applicable state and federal taxes and withholdings) in the amount set forth on the signature page to this Subscription Agreement (the “Cash Payment”), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
Representative’s Warrant AgreementGeoVax Labs, Inc. • September 8th, 2020 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 [ ] [ ], 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to [ ] [ ], 2024 at 5:00 p.m. (New York time), which is the date that is three (3) years following 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 of common stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 8th, 2020 • GeoVax Labs, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ] [ ], 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”).
