EX-10.17 FORM OF FIVE-YEAR WARRANT AGREEMENT




Exhibit 10.17





STOCK PURCHASE WARRANT



THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS.
THE WARRANT HAS BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR
DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE 1933 ACT, THE
RULES AND REGULATIONS THEREUNDER, OR APPLICABLE STATE SECURITIES LAWS. IN CONNECTION WITH
COMPLIANCE WITH THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, NO TRANSFER OF THIS WARRANT OR
THE SECURITIES UNDERLYING THIS WARRANT SHALL BE MADE UNLESS THE CONDITIONS SPECIFIED HEREIN ARE
SATISFIED.




			
	 	 	 
	No. GV                    
	 	Shares:                                         






GEOVAX LABS, INC.




COMMON STOCK PURCHASE WARRANT



This is to certify that, for value received,                                                              (“Holder”) is en
titled to
purchase, subject to the provisions of this Common Stock Purchase Warrant (“Warrant”), from GEOVAX
LABS, INC., a corporation duly organized and existing under the laws of the State of Illinois (the
“Company”),
                     shares of $0.001 par value per share common stock of the Company (“Shares”),
at a price of U.S. $0.33 per Share, during the period commencing             2008, and terminating on
            2013, at 5:00 P.M. New York Time. This Warrant is not redeemable by the Company. The number
of Shares to be received upon the exercise of this Warrant and the price to be paid for a Share may
be adjusted from time to time as hereinafter set forth. The exercise price of a Share in effect at
any time and as adjusted from time to time is hereinafter sometimes referred to as “Exercise
Price.”



(A) EXERCISE OF WARRANT. Subject to the provisions of Section (G) hereof, this Warrant may be
exercised in whole or in part at any time or from time to time on or after             , 2008 and until
            , 2013, or, if either such day is a day on which banking institutions are authorized by
law to close, then on the next succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company at its principal office, or at the office of its stock transfer
agent, if any, with the subscription in the form of attached as Exhibit I (“Subscription”) duly
executed and accompanied by payment of the Exercise Price for the number of Shares specified in
such Subscription. If this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights
of the Holder thereof to purchase the balance of the Shares purchasable thereunder. Upon receipt by
the Company of this Warrant at its office, or by the


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warrant agent of the Company at its office, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the Shares issuable upon such exercise, provided, however, that if at
the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for
the Shares shall be closed, the certificates for the Shares, or other securities in respect of
which such Warrants are then exercised, shall be issuable as of the date on which such books shall
next be opened and until such date the Company shall be under no duty to deliver any certificate
for such Shares or such other securities and the Holder shall not be deemed to have become a holder
of record of such shares or the owner of any such other securities.



(B) RESERVATION OF SHARES. The Company hereby agrees that at all times there shall be reserved for
issuance and/or delivery upon exercise of this Warrant such number of Shares as shall be required
for issuance and delivery upon exercise of this Warrant. This Warrant is not redeemable by the
Company.



(C) FRACTIONAL SHARES. The Company shall not be required to issue fractions of Shares on the
exercise of Warrants. If any fraction of a Share would, except for the provisions of this Section,
be issuable on the exercise of any Warrant, the Company will: (1) if the fraction of a Share
otherwise issuable is equal to or less than one half, round down and issue to the Holder only the
largest whole number of Shares to which the Holder is otherwise entitled; or (2) if the fraction of
a Share otherwise issuable is greater than one-half, round-up and issue to the Holder one
additional Share in addition to the largest whole number of Shares to which the Holder is otherwise
entitled.



(D) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at
the office of its warrant agent, if any, for other Warrants of different denominations entitling
the Holder thereof to purchase in the aggregate the same number of Shares purchasable hereunder.
Subject to the provisions of Section (G), upon surrender of this Warrant to the Company or at the
office of its warrant agent, if any, with the assignment in the form attached as Exhibit II
(“Assignment”) duly executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided
or combined with other Warrants which carry the same rights upon presentation hereof at the office
of the Company or at the office of its warrant agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be issued and signed by the
Holder hereof. The term “Warrant” as used herein includes any Warrants into which this Warrant may
be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction)
of such indemnification as the Company may in its discretion impose, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Within thirty days following the effective date of any registration statement
pursuant to which the Warrants are registered, the Company shall execute a warrant agreement and
appoint a warrant agent, and such warrant agent shall, upon presentment of the within warrant and
at no expense to the Holder, reissue the Warrants in traceable certificated form, substantially in
the form hereof.




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(E) RIGHTS OF THE HOLDER. The Holder shall not be entitled, by virtue hereof, to any rights of a
shareholder in the Company, either at law or equity, and the rights of the Holder are limited to
those expressed in this Warrant and are not enforceable against the Company except to the extent
set forth herein.



(F) ANTI-DILUTION PROVISIONS. The Exercise Price and the number and kind of securities purchasable
upon the exercise of this Warrant shall be subject to adjustment from time to time as hereinafter
provided:



(1) In case the Company shall issue Shares as a dividend upon Shares or in payment of a dividend
thereon, or shall subdivide the number of outstanding Shares into a greater number of shares or
shall contract the number of outstanding Shares into a lesser number of shares, the Exercise Price
then in effect shall be adjusted, effective at the close of business on the record date for the
determination of shareholders entitled to receive the same, to the price (computed to the nearest
cent) determined by dividing: (a) the product obtained by multiplying the Exercise Price in effect
immediately prior to the close of business on such record date by the number of Shares outstanding
prior to such dividend, subdivision or contraction; by (b) the sum of the number of Shares
outstanding immediately after such dividend, subdivision, or contraction.



(2) If any capital reorganization or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation shall be effected, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision
shall be made whereby the Holder of each Warrant shall thereafter have the right to purchase and
receive upon the basis and upon the terms and conditions specified in the Warrant and in lieu of
the Shares of the Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented by such Warrant, such Shares, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding Shares immediately theretofore
purchasable and receivable upon the exercise of the rights represented by such Warrant had such
reorganization, reclassification, consolidation, merger or sale not taken place, and in any such
case appropriate provision shall be made with respect to the rights and interest of the Holder to
the end that the provisions of the Warrant (including, without limitation, provisions for
adjustment of the Exercise Price and of the number of Shares issuable upon the exercise of
Warrants) shall thereafter be applicable as nearly as may be practicable in relation to any shares
of stock, securities, or assets thereafter deliverable upon exercise of Warrants. The Company shall
not effect any such consolidation, merger or sale unless prior to or simultaneously with the
consummation thereof, the successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume, by written
instrument, the obligation to deliver to the Holder such shares of stock, securities or assets as,
in accordance with the foregoing provisions, the Holder may be entitled to purchase.



(3) Upon each adjustment of the Exercise Price pursuant to this Section (F), the number of shares
of Common Stock specified in each Warrant shall thereupon evidence the right to purchase that
number of shares of Common Stock (calculated to the nearest hundredth of a share
of Common Stock) obtained by multiplying the Exercise Price in effect immediately prior to


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such
adjustment by the number of shares of Common Stock purchasable immediately by the Exercise Price in
effect after such adjustment.



(4) Irrespective of any adjustment of the number or kind of securities issuable upon exercise of
Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to express
the same number of Shares and Exercise Price as are stated in similar Warrants previously issued.



(5) The Company may, at its sole option, retain the independent public accounting firm regularly
retained by the Company, or another firm of independent public accountants of recognized standing
selected by the Company’s Board of Directors, to make any computation required under this Section
(F) and a certificate signed by such firm shall be conclusive evidence of any computation made
under this Section (F).



(6) Whenever there is an adjustment in the Exercise Price or in the number or kind of securities
issuable upon exercise of the Warrants, or both, as provided in this Section (F), the Company
shall: (i) promptly file in the custody of its Secretary or Assistant Secretary a certificate
signed by the Chairman of the Board or the President or a Vice President of the Company and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company,
showing in detail the facts requiring such adjustment and the number and kind of securities
issuable upon exercise of each Warrant after such adjustment; and (ii) cause a notice stating that
such adjustment has been effected and stating the Exercise Price then in effect and the number and
kind of securities issuable upon exercise of each Warrant to be sent to each registered holder of
Warrant.



(7) In addition to the adjustments otherwise set forth in this Section (F), the Company, in its
sole discretion, may reduce the Exercise Price or extend the expiration date of the Warrant.



(8) The Exercise Price and the number of Shares issuable upon exercise of a Warrant shall be
adjusted in the manner and only upon the occurrence of the events heretofore specifically referred
to in this Section (F).



(G) TRANSFER TO COMPLY WITH THE 1933 ACT AND OTHER APPLICABLE SECURITIES LAWS. This Warrant or the
Shares issuable upon exercise of this Warrant, or any other security issued or issuable upon
exercise of this Warrant, may not be transferred, assigned, pledged, sold or otherwise disposed of
unless Holder provides the Company with an opinion of counsel satisfactory to the Company in form
satisfactory to the Company (together with such other representations and warranties as the Company
may request) that this Warrant or the Shares issued or issuable upon exercise of this Warrant may
be legally transferred without violating the 1933 Act and any other applicable securities law and
then only against receipt of an agreement of the transferee (in form and substance satisfactory to
the Company) to comply with the provisions of this Section (G) with respect to any resale or other
disposition of such securities.




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(H) SURVIVAL. All agreements, covenants, representations and warranties herein shall survive the
execution and delivery of this Warrant and any investigation at any time made by or on behalf of
any parties hereto and the exercise and purchase of this Warrant.



(I) AMENDMENTS; WAIVERS; TERMINATIONS; GOVERNING LAW; HEADINGS. This Warrant and any terms hereof
may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought. This
Warrant shall be governed by and construed and interpreted in accordance with the laws of the State
of Georgia. The headings in this Warrant are for convenience of reference only and are not part of
this Warrant.



(J) REGISTRATION RIGHTS. The undersigned Holder shall have piggyback registration rights as set
forth in paragraph 12 of that certain Subscription Agreement by and between the Company and the
undersigned Holder dated ___ ___, 2008.




     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name and on its
behalf and its corporate seal to be affixed hereon by its duly authorized officers.



GEOVAX LABS, INC.




	 	 	 	 	 
	Dated:

	 	          , 2008
 

	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 

	 	 

	 	 






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EXHIBIT I




Subscription Form




(To be executed only upon exercise of Warrant)




     The undersigned registered owner of this Warrant irrevocably exercises this Warrant for and
purchases                      Shares of GeoVax Labs, Inc., purchasable with this Warrant, and herewith
makes payment therefor, all at the price and on the terms and conditions specified in this Warrant
and requests that certificates for the Shares hereby purchased (and any securities or other
property issuable upon such exercise) be issued in the name of                      and delivered to
                                         whose address is      
            
              
                              and, if such Shares shall not include all of the Shares issuable as provided in this
Warrant, that a new Warrant of like tenor and date for the balance of the Shares issuable
thereunder to be delivered to the undersigned.



Dated:                                         




	 	 	 
	 
	 	 
	 

(Name)

	 	 
	 
	 	 
	 

(Street Address)

	 	 
	 
	 	 





	 	 	 	 	 
	
      (City)

	(State)	(Zip Code)      	 	 






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EXHIBIT II




Assignment Form




     FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and
transfers unto the assignee named below all of the rights of the undersigned under this Warrant,
with respect to the number of Shares set forth below;



			
	 	 	 
	Name and Address of Assignee
	 	No. of Shares:                     





and does hereby irrevocably constitute and appoint                                                                
                 , as attorney, to resister such transfer on the books of GeoVax Labs, Inc.,
maintained for the purpose, with full power of substitution in the premises.




Dated:                                         




	 	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Witness:	 	 	 	 
	 

	 	 	 	 

	 	 





Notice: The signature to this assignment must correspond with the name as written upon the face of
the within Warrant in every particular, without alteration or enlargement or any change whatsoever.




          The signature to this assignment must be guaranteed by a bank or trust company
having an office or correspondent in New York, New York, or by a firm having membership on the New
York Stock Exchange.





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