exv4w1






Exhibit 4.1



SUBSCRIPTION AGREEMENT




GeoVax Labs, Inc.

and the Selling Stockholder

c/o GeoVax Labs, Inc.

1900 Lake Park Drive, Suite 380

Smyrna, Georgia 30080



Gentlemen:




     The undersigned (the “Investor”) hereby confirms its agreement with GeoVax Labs, Inc., a
Delaware corporation (the “Company”), and if applicable, Emory University (the “Selling Stockholder”), as follows:



     1. This Subscription Agreement, including the Terms and Conditions for Purchase of Units
(defined below) (collectively, this “Agreement”), is made as of the date set forth below between
the Sellers (defined below) and the Investor.



     2. The Company represents and warrants that it has authorized the issuance and sale to certain
investors of up to
                     shares of common stock, $0.001 par value, of the Company (the “Common
Stock”) and up to                      five-year warrants to purchase 0.20 additional shares of Common Stock
(each, a “Warrant”), which when combined with up to
                     shares of Common Stock offered by the
Selling Stockholder are being offered for sale in up to                      units consisting of one share of
Common Stock and one Warrant (the “Units”). All                      Units sold until the aggregate purchase
price of $30 million is received (the “Company Units”) sold will consist of shares of Common Stock
to be issued by the Company (each, a “Company Share”) and a Warrant. The Units sold subsequently
will consist of one share of Common Stock (each, a “Selling Stockholder Share”) owned by the
Selling Stockholder and a Warrant issued by the Company. The Selling Stockholder Shares will be
sold by the Selling Stockholder. The Company and the
Selling Stockholder are hereinafter referred to as the “Sellers,” provided, however, that if only
Company Units are sold then the phrase “Sellers” shall mean and refer only to the Company.



     3. The Company represents and warrants that the offering and sale of the Units
(the “Offering”) are being made pursuant to (a) an effective Registration Statement on Form S-1
(Registration No. 333-165828) (the “Registration Statement”) filed by the Company with the
Securities and Exchange Commission (the “Commission”), including the Prospectus contained therein
(the “Preliminary Prospectus”), (b) if applicable, certain “free writing prospectuses” (as that
term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”)), if any, that have
been or will be filed with the Commission and delivered to the Investor on or prior to the date
hereof (the “Issuer Free Writing Prospectus”), containing certain supplemental information
regarding the Units, the terms of the Offering and the Company, and (c) the Final Prospectus (the
“Final Prospectus” and, together with the Preliminary Prospectus, the “Prospectus”) containing
certain supplemental information regarding the Units and terms of the Offering that has been or
will be



 









 




(i) filed with the Commission, and (ii) delivered to the Investor (or made available to the
Investor by the filing by the Company of an electronic version thereof with the Commission).




     4. The Sellers and the Investor agree that the Investor will purchase from the Sellers, and
the Sellers will sell to the Investor, the Units set forth below for the aggregate purchase price
set forth below. The Units shall be purchased pursuant to the Terms and Conditions for Purchase of
Units attached hereto as Annex I and incorporated herein by reference (the “Terms and
Conditions for Purchase of Units”) as if fully set forth herein. The Investor acknowledges that
the Offering is not being underwritten by Global Hunter Securities LLC (the “Placement Agent”) and
that no Units will be sold unless Subscription Agreements for Units representing an aggregate
purchase price of at least $5 million are received and accepted.



     5. The manner of settlement of the Shares comprising the Units purchased by the Investor shall
be determined by such Investor as follows (check one):


[                    ]





	 	A.	 	Delivery by crediting the account of the Investor’s prime
broker (as specified by such Investor on Exhibit A attached hereto)
with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At
Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a
DWAC transaction on the Closing Date using its DTC participant identification
number, and released by American Stock Transfer and Trust Company, the
Company’s transfer agent and Custodian for the Selling Stockholder Shares (the
“Transfer Agent”), at the Sellers’ direction. NO LATER THAN ONE (1) BUSINESS
DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE SELLERS, THE
INVESTOR SHALL:






	 	(I)	 	DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT
OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A
DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS
WITH THE SHARES, AND
	 
	 	(II)	 	REMIT THE AMOUNT OF FUNDS EQUAL TO THE
AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE FOLLOWING
ACCOUNT:






	 	 	 	Institution Name: American Stock and Transfer Company, LLC

ABA #                     

Account Name: American Stock Transfer & Trust

Company/GeoVax Labs, Inc. — Escrow Account

Account Number:                     





2









 




-OR-



[                    ]





	 	B.	 	Delivery by the Transfer Agent of a stock certificate
evidencing the Shares registered in the name of the registered holder specified
by Investor on Exhibit A attached hereto to the address specified by
Investor on Exhibit A attached hereto, at the Sellers’ direction. NO
LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE
INVESTOR AND THE SELLERS, THE INVESTOR SHALL REMIT THE AMOUNT OF FUNDS EQUAL TO
THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR BY
WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE FOLLOWING ACCOUNT:






	 	 	 	Institution Name: American Stock and Transfer Company, LLC

ABA #                     

Account Name: American Stock Transfer & Trust

Company/GeoVax Labs, Inc. — Escrow Account

Account Number:                     




-OR-



[                    ]





	 	C.	 	Delivery versus payment (“DVP”) through DTC on the Closing
Date, the Sellers shall deliver the Shares registered in the Investor’s name
and address as set forth below and released by the Transfer Agent to the
Investor through DTC at the Closing directly to the account(s) at the Placement
Agent identified by the Investor; upon receipt of such Shares, the Placement
Agent shall promptly electronically deliver such Shares to the Investor. NO
LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE
INVESTOR AND THE SELLERS, THE INVESTOR SHALL:






	 	(I)	 	NOTIFY THE PLACEMENT AGENT OF THE ACCOUNT OR
ACCOUNTS AT THE PLACEMENT AGENT TO BE CREDITED WITH THE UNITS BEING
PURCHASED BY SUCH INVESTOR, AND
	 
	 	(II)	 	REMIT THE AMOUNT OF FUNDS EQUAL TO THE
AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE FOLLOWING
ACCOUNT:






	 	 	 	Institution Name: American Stock and Transfer Company, LLC

ABA #                     

Account Name: American Stock Transfer & Trust

Company/GeoVax Labs, Inc. — Escrow Account

Account Number:                     





3









 




IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER IN A TIMELY MANNER
AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT
DELIVER THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR
SETTLEMENT IN A TIMELY MANNER, THE UNITS MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE
INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.




     6. The manner of settlement of the Warrants comprising the Units purchased by the Investor
shall be pursuant to an executed Warrant to be delivered to the Investor by the Company at the
Closing.



     7. The Investor represents that, except as set forth below, (a) it has had no material
relationship (exclusive of any investments by the Investor in the Company’s securities) within the
past three years with any of the Sellers, or persons known to it to be affiliates of the any of the
Sellers, (b) it is not a FINRA member or an Associated Person of a FINRA member (as such term is
defined under the NASD Membership and Registration Rules Section 1011) as of the Closing, and (c)
neither the Investor nor any group of Investors (as identified in a public filing made with the
Commission) of which the Investor is a part in connection with the Offering of the Units, acquired,
or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into
or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis.
Exceptions:



The representations above are made to the knowledge of the signatory below,

(If no exceptions, write “none.” If left blank; response will be deemed to be “none.”)




     8. The Investor represents that it has received (or otherwise had made available to it by the
filing by the Company of an electronic version thereof with the Commission) the Preliminary
Prospectus which is a part of the Registration Statement, the documents incorporated by reference
therein and any Issuer Free Writing Prospectus (collectively, the “Disclosure Package”), prior to
or in connection with the receipt of this Agreement. The Investor acknowledges that, prior to the
delivery of this Agreement by the Investor to the Sellers or the Placement Agent, the Investor will
receive certain additional information regarding the Offering, including pricing information (the
“Offering Information”). Such information may be provided to the Investor by any means permitted
under the Act, including a free writing prospectus and oral communications, if applicable.



     9. No offer by the Investor to buy Units will be accepted and no part of the Purchase Price
will be delivered to the Sellers until the Investor has received the Offering Information and the
Sellers have accepted such offer by countersigning a copy of this Agreement, and any such offer may
be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the
Sellers (or the Placement Agent on behalf of the Sellers) sending (orally, in writing or by
electronic mail) notice of its acceptance of such offer. An indication of interest will involve no
obligation or commitment of any kind until the Investor has been delivered the Offering Information
and this Agreement is accepted and countersigned by or on behalf of the Sellers.



[Signature Page Follows]




4









 




     Please confirm that the foregoing correctly sets forth the agreement between us by signing in
the space provided below for that purpose.




	 	 	 	 	 

	Number of Units:                                         	 	Dated as of:                                         , 2010
	 
	 	 	 	 
	 	 	 
	Purchase Price Per Unit: $                     

	 	INVESTOR	 	 
	 
	 	 	 	 
	Aggregate Purchase Price: $                     

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	E-mail:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Phone:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	TIN:	 	 
	 

	 	 	 	 




Agreed and Accepted this                      day of                     , 2010:




	 	 	 	 	 	 	 

	THE COMPANY	 	SELLING STOCKHOLDER
	 
	 	 	 	 	 	 
	GEOVAX LABS, INC.	 	EMORY UNIVERSITY
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:	 	Mark W. Reynolds	 	                                        , as
	Title:	 	Chief Financial Officer	 	Attorney-in-Fact for Emory University under
	 	 	 	 	Power of Attorney dated April ___, 2010
















 





EXHIBIT A


INVESTOR QUESTIONNAIRE




     Pursuant to Section 3.1 of Annex I to the Agreement, please provide us with
the following information:



	 	 	 	 	 

	1.

	 	The exact name that your Common Stock and Warrants are to be
registered in. You may use a nominee name if appropriate:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	2.

	 	The relationship between the Investor and the registered
holder listed in response to item 1 above:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	3.

	 	The mailing address of the registered holder listed in
response to item 1 above:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	4.

	 	The Social Security Number or Tax Identification Number of
the registered holder listed in the response to item 1 above:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	5.

	 	Name of DTC Participant (broker-dealer at which the account
or accounts to be credited with the Shares are maintained):	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	6.

	 	DTC Participant Number:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	7.

	 	Name of Account at DTC Participant being credited with the
Shares:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	8.

	 	Account Number at DTC Participant being credited with the

Shares:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	9.

	 	EIN Number:	 	 
	 

	 	 	 	 





A-1









 





EXHIBIT B


PLACEMENT AGENCY AGREEMENT









B-1









 








ANNEX I



TERMS AND CONDITIONS FOR PURCHASE OF UNITS



     These Terms and Conditions are part of a Subscription Agreement for the purchase of Units of
Common Stock and Warrants from GeoVax Labs, Inc. and Emory University. Capitalized
terms which are not defined in this Annex 1 shall have the meaning ascribed to them in the
Subscription Agreement. The Subscription Agreement and this Annex 1 are hereinafter
collectively referred to as the “Agreement”.



     1. Authorization and Sale of the Units. Subject to the terms and conditions of this
Agreement, the Sellers have authorized the sale of the Units.



     2. Agreement to Sell and Purchase the Units; Placement Agent.



          2.1 At the Closing (as defined in Section 3.1 below), the Sellers will sell to the
Investor, and the Investor will purchase from the Sellers, upon the terms and conditions set forth
herein, the number of Units set forth on the last page of the Agreement to which these Terms and
Conditions for Purchase of Units are attached as Annex I (the “Signature Page”) for the
aggregate purchase price therefor set forth on the Signature Page.




          2.2 The Sellers propose to enter into substantially this same form of Subscription Agreement
with certain other investors (the “Other Investors”) and expect to complete sales of Units to
them. The Investor and the Other Investors, if any, are hereinafter sometimes collectively
referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the
Other Investors are hereinafter sometimes collectively referred to as the “Agreements.”




          2.3 Investor acknowledges that the Sellers have agreed to pay the Placement Agent a fee (the
“Placement Fee”) and other consideration in respect of the sale of Units to the Investor.




          2.4 The Company has entered into a Placement Agency Agreement, dated ___, 2010 (the
“Placement Agency Agreement”), with the Placement Agent and Emory University (the “Selling Stockholder”), which Placement Agency Agreement
contains certain representations, warranties, covenants and agreements of the Company that may be
relied upon by the Investor, which shall be a third party beneficiary thereof. The Company
represents and warrants that a true and correct copy of the Placement Agency Agreement is attached
to this Agreement as Exhibit B. Except with respect to the material terms and conditions
of the transactions contemplated by this Agreement, the Placement Agency Agreement and any other
documents or agreements contemplated hereby or thereby, each Seller confirms that neither such
Seller nor any other person acting on such Seller’s behalf has provided the Investors or their
agents or counsel with any information that constitutes or could reasonably be expected to
constitute material, non-public information. Each Seller understands and confirms that the
Investors will rely on the foregoing representations in effecting transactions in securities of the
Company.



ANNEX I


Page 1









 





     3. Closings and Delivery of the Units and Funds.



          3.1 Closing. The completion of the purchase and sale of the Units (the “Closing”)
shall occur at a place and time (the “Closing Date”) to be specified by the Sellers and the
Placement Agent (such Closing Date to be the third business day following the date of this signed
Agreement), and of which the Investors will be notified in advance by the Placement Agent, in
accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). At the Closing, (a) the Sellers shall cause to be delivered to the Investor the
Common Stock and Warrants comprising the number of Units set forth on the Signature Page registered
in the name of the Investor or, if so indicated on the Investor Questionnaire attached hereto as
Exhibit A, with the Common Stock and Warrants to be issued in the name of a nominee
designated by the Investor and (b) the aggregate purchase price for the Units being purchased by
the Investor will be delivered by or on behalf of the Investor to the Sellers.




          3.2 Conditions to the Obligations of the Parties.




               (a) Conditions to the Sellers’ Obligations. The Sellers’ obligation to issue and sell
the Units to the Investor shall be subject to: (i) the delivery by the Investor, in accordance with
the provisions of this Agreement, of the purchase price for the Units being purchased hereunder as
set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by
the Investor in this Agreement and the fulfillment of those undertakings of the Investor in this
Agreement to be fulfilled prior to the Closing Date.



               (b) Conditions to the Investor’s Obligations. The Investor’s obligation to purchase
the Units will be subject to (i) the delivery by the Sellers of the Shares and the Warrants
comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the
representations and warranties made by the Company and the fulfillment of those undertakings of the
Company to be fulfilled prior to the Closing Date, including without limitation, those contained in
the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth
in the Placement Agency Agreement, and to the condition that the Placement Agent, shall not have:
(x) terminated the Placement Agency Agreement pursuant to the terms thereof or (y) determined that
the conditions to the closing in the Placement Agency Agreement have not been satisfied. The
Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other
Investors of the Units that they have agreed to purchase from the Sellers, except that Units
representing an aggregate purchase price of at least $5 million must be sold before any will be
sold. The Investor understands and agrees that, in the event that the Placement Agent, in its sole
discretion, determines that the conditions to closing in the Placement Agency Agreement have not
been satisfied or if the Placement Agency Agreement may be terminated for any other reason
permitted by the Placement Agency Agreement, then the Placement Agent may, but shall not be
obligated to, terminate such Agreement, which shall have the effect of terminating this
Subscription Agreement pursuant to Section 14 below.



     4. Representations, Warranties and Covenants of the Investor. The Investor acknowledges,
represents and warrants (as of the date hereof) to, and agrees with, the Sellers and the Placement
Agent that:



          4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in Units presenting an investment decision
like that involved in the purchase of the Units, including investments in securities issued by




ANNEX I


Page 2









 







the Company and investments in comparable companies, (b) is an “accredited investor” within
the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as
amended, (c) has answered all questions on the Signature Page and the Investor Questionnaire and
the answers thereto are true and correct as of the date hereof and will be true and correct as of
the Closing Date and (d) in connection with its decision to purchase the number of Units set forth
on the Signature Page, has received and is relying only upon the Disclosure Package and the
documents incorporated by reference therein and the Offering Information and the representations,
warranties, covenants and agreements of the Company contained in the Placement Agency Agreement.




          4.2 (a) No action has been or will be taken in any jurisdiction outside the United States by
the Company or the Placement Agent that would permit an offering of the Units, or possession or
distribution of offering materials in connection with the issue of the Units in any jurisdiction
outside the United States where action for that purpose is required, (b) if the Investor is outside
the United States, it will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Units or has in its possession or
distributes any offering material, in all cases at its own expense and (c) the Placement Agent is
not authorized to make nor has made any representation, disclosure or use of any information in
connection with the issue, placement, purchase and sale of the Units, except as set forth or
incorporated by reference in the Preliminary Prospectus, any Issuer Free Writing Prospectus or the
Final Prospectus.




          4.3 (a) The Investor is either an individual or an entity duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization and has full right, power,
authority and capacity to enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all necessary action to authorize the execution, delivery and performance of
this Agreement, and (b) this Agreement constitutes a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and except as to the enforceability of any rights to
indemnification or contribution that may be violative of the public policy underlying any law, rule
or regulation (including any federal or state securities law, rule or regulation). The Investor’s
execution, delivery and performance of this Agreement and the consummation by it of the
transactions contemplated hereby do not and will not (i) conflict with or violate any provision of
the Investor’s certificate or articles of incorporation, bylaws or other organizational or charter
documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which
the Investor is subject (including federal and state securities laws and regulations), or by which
any property or asset of the Investor is bound or affected.




          4.4 The Investor understands that nothing in this Agreement, the Prospectus or any other
materials presented to the Investor in connection with the purchase and sale of the Units
constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors and made such investigation as it, in its sole discretion, has deemed necessary
or appropriate in connection with its purchase of Units.




          4.5 If the Investor has previously received any material non-public information since the time
at which the Placement Agent first contacted the Investor about the Offering, the Investor has not
disclosed any of such material non-public information regarding the Offering to any




ANNEX I


Page 3









 







third parties (other than its legal, accounting and other advisors) and has not engaged in any
transactions involving the securities of the Company (including, without limitation, any Short
Sales (defined below) involving the Company’s securities). The Investor covenants that it will (i)
maintain the confidentiality of all material non-public information acquired as a result of the
transactions contemplated herein and (ii) not engage in any purchases or sales of the securities of
the Company (including Short Sales), in each case prior to the time that such material non-public
information is publicly disclosed. The Investor agrees that it will not use any of the Units
acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so
would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include,
without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under
the Exchange Act, whether or not against the box, and all types of direct and indirect stock
pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent
positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including
on a total return basis), and sales and other transactions through non-U.S. broker dealers or
foreign regulated brokers.




          4.6 Investor acknowledges that a portion of the identifying information set forth on the
Signature Page is being requested in connection with the USA Patriot Act, Pub.L.107-56 (the
“Patriot Act”), and Investor agrees to provide any additional information requested by the Sellers
or the Placement Agent in connection with the Patriot Act or any similar legislation or regulation
to which Sellers or the Placement Agent is subject, in a timely manner. Investor hereby represents
that the identifying information set forth on the Signature Page, including without limitation, its
Taxpayer Identification Number assigned by the Internal Revenue Service or any other taxing
authority, is true and complete on the date hereof and will be true and complete at the time of the
Closing.




     5. Survival of Representations, Warranties and Agreements. Notwithstanding any investigation
made by any party to this Agreement or by the Placement Agent, all covenants, agreements,
representations and warranties made by the Company and the Investor herein and, with respect to the
Company, in the Placement Agency Agreement, will survive the execution of this Agreement, the
delivery to the Investor of the Units being purchased and the payment therefor.



     6. Notices. All notices, requests, consents and other communications hereunder will be in
writing, will be mailed (a) if within the domestic United States by first-class registered or
certified airmail, or nationally recognized overnight express courier, postage prepaid, or by
facsimile or (b) if delivered from outside the United States, by International Federal Express or
facsimile, and (c) will be deemed given (i) if delivered by first-class registered or certified
mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized
overnight carrier, one business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed and (iv) if delivered by facsimile, upon electric
confirmation of receipt and will be delivered and addressed as follows:



	 	 	 	 	 

	 

	 	(a)
	 	if to the Sellers, to:
	 
	 	 	 	 
	 

	 	 	 	GeoVax Labs, Inc.
	 

	 	 	 	1900 Lake Park Drive, Suite 380
	 

	 	 	 	Smyrna, Georgia 30080
	 

	 	 	 	Attention: Mark Reynolds
	 

	 	 	 	Facsimile No.: (678) 384-7281





ANNEX I


Page 4









 






          (b) if to the Investor, at its address on the Signature Page hereto, or at such other address
or addresses as may have been furnished to the Company in writing.




     7. Changes. This Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Sellers and the Investor. Any modification or amendment to Section 3
(Representations and Warranties of the Company), Section 9 (Conditions of the Obligations of the
Placement Agent, or Section 13 (Third Party Beneficiaries) of the Placement Agency Agreement, and
any modification or amendment to the Placement Agency Agreement that is material and adverse to the
Investor, shall require the prior written consent of the Investor.



     8. Headings. The headings of the various sections of this Agreement have been inserted for
convenience of reference only and will not be deemed to be part of this Agreement.



     9. Severability. In case any provision contained in this Agreement should be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or impaired thereby.



     10. Governing Law. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced in accordance with
the internal laws of the State of Delaware, without regard to the principles of conflicts of law
thereof. Each party other than the Selling Stockholder hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of Wilmington, Delaware, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an
inconvenient venue for such proceeding. Each party other than the Selling Stockholder hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law. If any party shall commence an action or proceeding to enforce any provisions
of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.



     11. Counterparts. This Agreement may be executed in two or more counterparts, each of which
will constitute an original, but all of which, when taken together, will constitute but one
instrument, and will become effective when one or more counterparts have been signed by each party
hereto and delivered to the other parties. Delivery of an executed counterpart by facsimile or
portable document format (.pdf) shall be effective as delivery of a manually executed counterpart
thereof.



     12. Confirmation of Sale. The Investor acknowledges and agrees that such Investor’s receipt
of the Company’s signed counterpart to this Agreement, together with the Final Prospectus (or the
filing by the Company of an electronic version thereof with the Commission), shall constitute
written confirmation of the Company’s sale of Units to such Investor.




ANNEX I


Page 5









 





     13. Press Release. The Company and the Investor agree that, prior to the opening of trading
on NYSE Amex Equities on the business day immediately after the date hereof, the Company
shall (i) issue a press release announcing the Offering and disclosing all material information
regarding the Offering, (ii) file an amendment to the Registration Statement with the Commission
and (iii) file a prospectus pursuant to Rule 424(b) with the Commission disclosing all material
information regarding the Offering and including the Placement Agency Agreement and a form of this
Agreement as exhibits thereto. From and after the issuance of such press release and the filing of
such amendment and prospects, the Company shall have publicly disclosed all material, non-public
information delivered to any of the Investors by the Company or any person acting on its behalf,
including, without limitation, the Placement Agent, in connection with the transactions
contemplated by this Agreement, the Placement Agency Agreement and any other documents or
agreements contemplated hereby or thereby. The Company shall not identify the name of any Investor
or any affiliate of any investment adviser of such Investor in any press release or public filing,
or otherwise publicly disclose the name of any Investor or any affiliate of investment adviser of
such Investor, without such Investor’s prior written consent, unless required by law or the rules
and regulations of a national securities exchange, provided, however, that, if permitted by
applicable law, regulation, legal or judicial process, promptly after becoming aware of any request
or requirement to so disclose (a “Disclosure Requirement”), and in any event prior to any such
disclosure, the Company will provide such Investor with notice of such request or requirement so
that such Investor may at its election seek a protective order or other appropriate remedy and the
Company will fully cooperate with such Investor’s efforts to obtain the same; provided, further,
however, if, absent the entry of such a protective order or other remedy, the Company is compelled
by applicable law, rule or regulation or a court order, subpoena, similar judicial process,
regulatory agency or stock exchange rule to disclose such Investor’s name, the Company may disclose
only that portion of such information that the Company is so compelled to disclose and will use its
reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion
of such information that is being disclosed. As of the date hereof, the Company is not aware of
any Disclosure Requirement.



     14. Termination. In the event that the Placement Agency Agreement is terminated by the
Placement Agent pursuant to the terms thereof, this Agreement shall terminate without any further
action on the part of the parties hereto.



     15. Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party incident to
the negotiation, preparation, execution, delivery and performance of this Agreement.



ANNEX I


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