1,440,000 SHARES OF COMMON STOCK GEOVAX LABS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2021 • 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.
Underwriter’s Warrant AgreementS Warrant Agreement • February 11th, 2021 • GeoVax Labs, Inc. • 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 August 11, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to August 11, 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).
