SERIES G COMMON STOCK PURCHASE WARRANTGeoVax Labs, Inc. • November 8th, 2018 • Services-commercial physical & biological research
THIS SERIES G COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Sabby Healthcare Master Fund, Ltd 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 March 5, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the 30 month anniversary of 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 23,584,906 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).
CONSULTING AGREEMENTConsulting Agreement • November 8th, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York
This Consulting Agreement (the “Agreement”) is made as of this 12th day of October 2018 (“Effective Date”), by and between GeoVax Labs, Inc., a Delaware Corporation, 1900 Lake Park Drive, Suite 380, Smyrna, GA 30080, (“GOVX” or the “Company”), and Bespoke Growth Partners, Inc., a Delaware Corporation, 330 Clematis Street, Suite 217, West Palm Beach, FL 33401 (“Bespoke,” or the “Consultant”). Company and/or Consultant may each be referred to herein as a “Party,” and collectively as the “Parties.”
ADDITIONAL ISSUANCE AGREEMENTAdditional Issuance Agreement • November 8th, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research
This Additional Issuance Agreement (this “Agreement”), dated as of September 5, 2018, is made pursuant to that certain Securities Purchase Agreement, dated as of March 5, 2018 (the “Purchase Agreement”), as amended, by and between GeoVax Labs, Inc. (the “Company”) and the purchaser signatory hereto (the “Purchaser”) for the purchase of the Company’s Series E Convertible Preferred Stock (the “Additional Preferred Stock”) and Common Stock Purchase Warrants (“Warrants”, and together with the Additional Preferred Stock, the “Additional Securities”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
AMENDMENT TO AGREEMENT RECITALSAmendment to Agreement • November 8th, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research
WHEREAS, an agreement (the “Agreement”) was entered into on February 14, 2018, by and between Maxim Group LLC (“Maxim”) and GeoVax Labs, Inc. (collectively, the “Parties”), and
