exv4w4






Exhibit 4.4




SUBSCRIPTION ESCROW AGREEMENT



THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of                     , is
entered into by and between GILFORD SECURITIES INCORPORATED (collectively, the “Placement Agent”),
GEOVAX LABS, INC. , a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL
ASSOCIATION , as escrow agent (the “Escrow Agent”).



WHEREAS, the Company has entered into a Placement Agency Agreement, dated                     , with the
Placement Agent pursuant to which the Placement Agent are authorized to solicit and collect
subscription funds on behalf of the Company.



WHEREAS, the Company intends to raise cash funds from investors (the “Investors”) pursuant to a
“registered direct” public offering (the “Offering”) of up to $10,000,000 (the “Maximum Amount”) of
units (the “Units”), with each Unit consisting of one share of common stock (each, a “Share”), par
value $0.001 per share (the “Common Stock”) and one five-year warrant to purchase one (1)
additional share of Common Stock (each, a “Warrant”)






 









 







of the Company (the “Securities”), on a “best efforts” basis, pursuant to a Registration
Statement on Form S-1 (as amended, the “Registration Statement”).



WHEREAS, the Company and the Placement Agent desire to deposit funds contributed by the Investors
with the Escrow Agent, to be held for the benefit of the Investors and the Company until such time
as subscriptions for the Securities have been deposited into escrow in accordance with the terms of
this Escrow Agreement, and the Company and the Placement Agent are prepared to close on the
transaction, in order to comply with the requirements of FINRA and those of applicable state
securities laws.



WHEREAS, the Escrow Agent is willing to accept appointment as escrow agent upon the terms and
conditions set forth herein.



NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:



1. Escrow of Investor Funds.




     (a) On or before the commencement of the Offering, the Company shall establish an escrow
account with the Escrow Agent (the “Escrow Account”). All funds received from Investors in payment
for the Securities (“Investor Funds”) will be delivered to the Escrow Agent within one (1) business
day following the day upon which such Investor Funds are received by the Company or the Placement
Agent, and shall, upon receipt of good and collected funds by the Escrow Agent, be retained in the
Escrow Account by the Escrow Agent and invested as stated below.



 









 




Investors shall be requested to deliver immediately available funds via wire transfer or check
payable to the Escrow Agent for the purchase of Units directly to the Escrow Agent for deposit into
the Escrow Account. During the term of this Escrow Agreement, the Company and the Placement Agent
shall cause all checks received by and made payable to each of them in payment for the Securities
to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the
Escrow Account promptly (and in no event later than noon of the next business day following the
receipt). Investor Funds wired directly to the Escrow Account will use wire instructions provided
by the Escrow Agent. Any check payable other than to the Escrow Agent as required hereby shall be
returned to the prospective Investor or, if the Escrow Agent has insufficient information to do so,
then to the Placement Agent (together with any Subscription Information or other documents
delivered therewith), by noon of the next business day following receipt of such check by the
Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent
pursuant to the terms of this Escrow Agreement.




     (b) Escrow Agent shall have no duty to make any disbursement, investment or other use of
Investor Funds until and unless it has good and collected funds. In the event that any checks
deposited in the Escrow Account are returned or prove uncollectible after the funds represented
thereby have been released by the Escrow Agent, then the Company shall promptly reimburse the
Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall
deliver the returned checks to the Company. The Escrow Agent shall be under no duty or
responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent
reserves the right to deny, suspend or terminate participation by an Investor to the extent the
Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate
practices that are not consistent with the purposes of the Offering.


2. Identity of Investors. A copy of the Offering document is attached as Exhibit A to this Escrow
Agreement. The Company or the Placement Agent shall furnish to the Escrow Agent with each delivery
of Investor Funds, a list of the Investors who have paid for the Securities showing the name,
address, tax identification number, amount of Securities subscribed for and the amount paid and
deposited with the Escrow Agent. This information comprising the identity of Investors shall be
provided to the Escrow Agent in the format set forth on Exhibit B to this Escrow Agreement (the
“List of Investors”). All Investor Funds so deposited shall not be subject to any liens, claims or
charges by the Company (including its Affiliates, Associates or Underwriters, all as defined by the
NASAA Statement of Policy Regarding the Impoundment of Proceeds), the Placement Agent or the Escrow
Agent, or judgments or creditors’ claims against the Company, until released to the Company as
hereinafter provided. The Company understands and agrees that the Company shall not be entitled to
any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of
the Company except when released to the Company pursuant to Section 3 of this Escrow Agreement. The
Company, the Placement Agent and the Escrow Agent will treat all Investor information as
confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not
accompanied by the information on the List of Investors.



3. Disbursement of Funds.




     (a) In the event the Escrow Agent receives written notice from the Company or the Placement
Agent that the Company or such Placement Agent has rejected an Investor’s subscription, the Escrow
Agent shall pay to the



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applicable Investor, promptly, but in no event later than five (5) business days after
receiving notice of the rejection, by first class United States Mail at the address appearing on
the List of Investors, or at such other address or fed wire instructions as are furnished to the
Escrow Agent by the Investor in writing, all collected sums paid by the Investor for Securities and
received by the Escrow Agent, together with the interest earned on such Investor Funds.




     (b) Once the Company and the Placement Agent have determined to consummate the offering
described in the Offering Document, they shall both notify the Escrow Agent of the same in writing
and the Escrow Agent shall pay out the Investor Funds and all earnings thereon when and as directed
in writing by the Company and the Placement Agent.



     (c) If the notice to be provided to the Escrow Agent pursuant to Section 3(b) has not been
received by the Escrow Agent before the Termination Date, the Escrow Agent shall promptly, but in
no event later than five (5) business days after the Termination Date, refund to each Investor by
first class United States Mail at the address appearing on the List of Investors, or at such other
address or fed wire instructions as are furnished to the Escrow Agent by the Investor in writing,
all sums paid by the Investor for Securities and received by the Escrow Agent, together with the
interest earned on such funds in the Escrow Account, and shall then notify the Company and
Placement Agent in writing of such refunds.



     (d) Prior to disbursement of the Investor Funds pursuant to this Section, the Company and the
Placement Agent will provide Escrow Agent with Schedule 1 to Exhibit F, a substantial form of which
the Escrow Agent will send to the state securities regulators identified in such letter at the time
the funds are to be disbursed.


4. Term of Escrow. The “Termination Date” shall be the earlier of (i) the one year anniversary of
the date of this Escrow Agreement, (ii) such time as the Company and the Placement Agent provide
the notice to Escrow Agent pursuant to Section 3(b); (iii) the Escrow Agent receives written notice
from the Company or the Placement Agent that the Company is abandoning the further sale of the
Securities; (iv) the date the Escrow Agent receives notice from the Securities and Exchange
Commission or any other federal or state regulatory authority that a stop or similar order has been
issued with respect to the Offering, or (v) the date the Escrow Agent institutes an interpleader or
similar action. After the Termination Date, the Company and the Placement Agent shall not deposit,
and the Escrow Agent shall not accept, any additional amounts representing payments by prospective
Investors.



5. Duty and Limitation on Liability of the Escrow Agent.




     (a) The Escrow Agent’s rights and responsibilities shall be governed solely by this Escrow
Agreement. Neither the Offering document, nor any other agreement or document shall govern the
Escrow Agent even if such other



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agreement or document is referred to herein, is deposited with, or is otherwise known to, the
Escrow Agent.




     (b) The Escrow Agent shall be under no duty to determine whether the Company or the Placement
Agent are complying with the requirements of the Offering or applicable securities or other laws in
tendering the Investor Funds to the Escrow Agent. The Escrow Agent shall not be responsible for, or
be required to enforce, any of the terms or conditions of any Offering document or other agreement
between the Company or the Placement Agent and any other party.



     (c) The Escrow Agent may conclusively rely upon and shall be fully protected in acting upon
any statement, certificate, notice, request, consent, order or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall
have no duty or liability to verify any such statement, certificate, notice, request, consent,
order or other document. Upon or before the execution of this Escrow Agreement, the Company and the
Placement Agent shall deliver to the Escrow Agent authorized signers’ lists in the form of Exhibit
C-1 and Exhibit C-2 to this Escrow Agreement. The Placement Agent and the Company hereby represent
to, and agree with, Escrow Agent, that any documents signed on behalf of the Placement Agent by
either Placement Agent may be relied upon by Escrow Agent and the Company.



     (d) The Escrow Agent shall be under no obligation to institute and/or defend any action, suit
or proceeding in connection with this Escrow Agreement unless first indemnified to its
satisfaction.



     (e) The Escrow Agent may consult counsel of its own choice with respect to any question
arising under this Escrow Agreement and the Escrow Agent shall not be liable for any action taken
or omitted in good faith upon the advice of such counsel.



     (f) The Escrow Agent shall not be liable for any action taken or omitted by it except to the
extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence
or willful misconduct was the primary cause of loss.



     (g) The Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants
or obligations, fiduciary or otherwise, to any person by reason of this Escrow Agreement, except as
otherwise explicitly set forth in this Escrow Agreement, and no implied duties, covenants or
obligations, fiduciary or otherwise, shall be read into this Escrow Agreement against the Escrow
Agent.



     (h) In the event of any disagreement between any of the parties to this Escrow Agreement, or
between any of them and any other person, including any Investor, resulting in adverse or
conflicting claims or demands being made in connection with the matters covered by this Escrow
Agreement, or in the event that the Escrow Agent is in doubt as to what action it should take
hereunder, the Escrow



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Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take
any other action hereunder, so long as such disagreement continues or such doubt exists, and in any
such event, the Escrow Agent shall not be or become liable in any way or to any person for its
failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from
acting until (i) the rights of all interested parties shall have been fully and finally adjudicated
by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all
doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have
been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, the
Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether
with or without jurisdiction and the Escrow Agent is hereby authorized in its sole discretion to
comply with and obey any such orders, judgments, decrees or levies.




     (i) In the event that any controversy should arise with respect to this Escrow Agreement, the
Escrow Agent shall have the right, at its option, to institute an interpleader action in any court
of competent jurisdiction to determine the rights of the parties.



     (j) IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL,
INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION
LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR
DAMAGES AND REGARDLESS OF THE FORM OF ACTION.



     (k) The parties agree that the Escrow Agent had no role in the preparation of the Offering
documents, has not reviewed any such documents, and makes no representations or warranties with
respect to the information contained therein or omitted therefrom.



     (l) The Escrow Agent shall have no obligation, duty or liability with respect to compliance
with any federal or state securities, disclosure or tax laws concerning the Offering documents or
the issuance, offering or sale of the Securities.



     (m) The Escrow Agent shall have no duty or obligation to monitor the application and use of
the Investor Funds once transferred to the Company, that being the sole obligation and
responsibility of the Company.



     (n) The Escrow Agent shall not be responsible or liable for any failure or delay in the
performance of its obligation under this Escrow Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of
God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage;
epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software)
or communications services; accidents; labor disputes; acts of civil or military authority or
governmental action; it being understood that the Escrow Agent shall use commercially reasonable
efforts which are consistent with accepted practices in



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the banking industry to resume performance as soon as reasonably practicable under the
circumstances.



6. Escrow Agent’s Fee.




     (a) Fee Agreement. The Escrow Agent shall be entitled to compensation for its services
as stated in the fee schedule attached hereto as Exhibit D , which compensation shall be paid
separately by the Company. The fee agreed upon for the services rendered hereunder is intended as
full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement;
provided, however, that in the event that the conditions for the disbursement of funds under this
Escrow Agreement are not fulfilled, or the Escrow Agent renders any material service not
contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter
of this Escrow Agreement, or any material modification hereof, or if any material controversy
arises hereunder, or the Escrow Agent is made a party to any litigation relating to this Escrow
Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for
such extraordinary services and reimbursed for all costs and expenses, including attorney’s fees
and expenses, occasioned by any delay, controversy, litigation or event, and the same shall be paid
by the Company. The Company’s obligations under this Section 6 shall survive the resignation or
removal of the Escrow Agent and the assignment or termination of this Escrow Agreement.



     (b) Compliance with FINRA. Escrow Agent acknowledges that its rights to the Investor
Funds is subject to, and Escrow Agent shall have no rights to Escrow Funds in violation of, the
rules and regulations of FINRA, including FINRA Notice to Members 87-61 which provides that (i) the
Escrow Agent may not be paid a fee out of the Escrow Funds if it is necessary for the Escrow Agent
to return the funds to the Investors due to the fact that a minimum amount has not been achieved;
and (ii) that the Escrow Agent may not attach or otherwise place a lien on the Escrow Funds until
and unless a minimum amount, if applicable, is achieved.



     (c) Escrow Compliance with NASAA Statement of Policy Regarding the Impoundment of
Proceeds. Escrow Agent agrees to permit the appropriate representatives of state securities
regulator authorities to inspect its records regarding the subject matter of this Escrow agreement
at any reasonable time and where the records are located, and copy and record that which is
inspected, upon two (2) business days’ notice and at the Company’s expense.


7. Investment of Investor Funds; Income Allocation and Reporting.




     (a) The Escrow Agent shall invest the Investor Funds, including any and all interest and investment
income, in the Wells Fargo Money Market Deposit Account (the “Account”) which is further described
herein on Exhibit E . Such Account is a type of bank (as such term is defined in Section 3(a)(6)
of the Securities Act of 1933) accounts, including savings accounts and bank money market accounts,
as well as those accounts permitted under Rule 15c2-4 under the Securities Exchange Act of 1934,
that enable the Escrow Agent to promptly transmit or return the Escrow Funds to the person entitled
thereto when the appropriate event or contingency has occurred in accordance with Section 3 hereof.
Any interest received by the Escrow Agent with respect to the Investor Funds, including reinvested
interest shall become part of the Investor Funds, and shall be disbursed pursuant to Section 3 of
this Escrow Agreement. The Company and the Investors agree that for tax reporting purposes all
interest or other taxable income earned on the Investor



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Funds in any tax year shall be taxable to the recipient, which shall be either the Investors
or the Company.




     (b) The Escrow Agent shall be entitled to sell or redeem any such investments as the Escrow
Agent deems necessary to make any payments or distributions required under this Escrow Agreement.
The Escrow Agent shall have no responsibility or liability for any loss which may result from any
investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge
that the Escrow Agent is not providing investment supervision, recommendations, or advice.



     (c) Upon or before the execution of this Escrow Agreement, the Company shall provide the
Escrow Agent with a certified tax identification number by furnishing appropriate IRS form W-9 or
W-8 and other forms and documents that the Escrow Agent may reasonably request. The Company
understands that if such tax reporting documentation is not so certified to the Escrow Agent, the
Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold a
portion of any interest or other income earned on the Investor Funds pursuant to this Escrow
Agreement. The Company shall also provide tax reporting documentation for the Investors as the
Escrow Agent may reasonably request.



     (d) The Company agrees to indemnify and hold the Escrow Agent harmless from and against any
and all taxes, additions for late payment, interest, penalties and other expenses that may be
assessed against the Escrow Agent on or with respect to the Investor Funds unless any such tax,
addition for late payment, interest, penalties and other expenses shall be determined by a court of
competent jurisdiction to have been primarily caused by the Escrow Agent’s gross negligence or
willful misconduct. The terms of this paragraph shall survive the assignment or termination of this
Escrow Agreement and the resignation or removal of the Escrow Agent.


8. Notices. All notices, requests, demands, and other communications under this Escrow Agreement
shall be in writing and shall be deemed to have been duly given (a) on the date of service if
served personally on the party to whom notice is to be given, (b) on the day of transmission if
sent by facsimile to the facsimile number given below, with written confirmation of receipt, (c) on
the day after delivery to Federal Express or similar overnight courier or the Express Mail service
maintained by the United States Postal Service, (d) on the fifth day after mailing, if mailed to
the party to whom notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed, return receipt requested, or (e) via electronic email with an
attachment bearing authorized signature(s), to the party as follows:



If to the Company:




GeoVax Labs, Inc.

ATTN: Mark Reynolds

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30090

Telephone: (678) 384-7224

Facsimile: (678) 384-7281

Email: mreynolds@geovax.com




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If to Placement Agent:




Gilford Securities Incorporated

ATTN: Ken Sorenson

777 Third Avenue

17th Floor

New York, New York 10017

Telephone: (212) 940-9245

Facsimile: (212)                     

Email: ken.sorenson@gilfordsecurities.com




If to Escrow Agent:




Wells Fargo Bank, National Association

ATTN: Stefan Victory

7000 Central Parkway

Suite 550

Atlanta, Georgia 30328

Telephone: (770) 551-5117

Facsimile: (770) 551-5118

Email: stefan.victory@wellsfargo.com



Any party may change its address for purposes of this section by giving the other parties written
notice of the new address in the manner set forth above.



9. Indemnification of Escrow Agent. The Company and the Placement Agent hereby jointly and
severally indemnify, defend and hold harmless the Escrow Agent from and against, any and all loss,
liability, cost, damage and expense, including, without limitation, reasonable counsel fees and
expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding
brought against the Escrow Agent arising out of or relating in any way to this Escrow Agreement or
any transaction to which this Escrow Agreement relates unless such loss, liability, cost, damage or
expense is finally determined by a court of competent jurisdiction to have been primarily caused by
the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section 9 shall
survive the assignment or termination of this Escrow Agreement and the resignation or removal of
the Escrow Agent.





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10. Resignation. The Escrow Agent may resign upon thirty (30) days’ advance written notice to
the Company and the Placement Agent. If a successor escrow agent is not appointed within the thirty
(30) day period following such notice, the Escrow Agent may petition any court of competent
jurisdiction to name a successor escrow agent or interplead the Investor Funds with such court,
whereupon the Escrow Agent’s duties hereunder shall terminate.



11. Successors and Assigns. Except as otherwise provided in this Escrow Agreement, no party hereto
shall assign this Escrow Agreement or any rights or obligations hereunder without the prior written
consent of the other parties hereto and any such attempted assignment without such prior written
consent shall be void and of no force and effect. This Escrow Agreement shall inure to the benefit
of and shall be binding upon the successors and permitted assigns of the parties hereto. Any
corporation or association into which the Escrow Agent may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer all or substantially all of its corporate
trust business and assets in whole or in part, or any corporation or association resulting from any
such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party,
shall be and become the successor escrow agent under this Escrow Agreement and shall have and
succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the
execution or filing of any instrument or paper or the performance any further act.



12. Governing Law; Jurisdiction. This Escrow Agreement shall be construed, performed, and enforced
in accordance with, and governed by, the internal laws of the State of Delaware, without giving
effect to the principles of conflicts of laws thereof.



13. Severability. In the event that any part of this Escrow Agreement is declared by any court or
other judicial or administrative body to be null, void, or unenforceable, said provision shall
survive to the extent it is not so declared, and all of the other provisions of this Escrow
Agreement shall remain in full force and effect.



14. Amendments; Waivers. This Escrow Agreement may be amended or modified, and any of the terms,
covenants, representations, warranties, or conditions hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of a waiver, by the party waiving
compliance. Any waiver by any party of any condition, or of the breach of any provision, term,
covenant, representation, or warranty contained in this Escrow Agreement, in any one or more
instances, shall not be deemed to be nor construed as further or continuing waiver of any such
condition, or of the breach of any other provision, term, covenant, representation, or warranty of
this Escrow Agreement. The Company and the Placement Agent agree that any requested waiver,
modification or amendment of this Escrow Agreement shall be consistent with the terms of the
Offering.




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15. Entire Agreement. This Escrow Agreement contains the entire understanding among the
parties hereto with respect to the escrow contemplated hereby and supersedes and replaces all prior
and contemporaneous agreements and understandings, oral or written, with regard to such escrow.



16. References to Escrow Agent. No printed or other matter in any language (including, without
limitation, the Offering document, any supplement or amendment relating thereto, notices, reports
and promotional material) which mentions the Escrow Agent’s name or the rights, powers, or duties
of the Escrow Agent shall be issued by the Company or the Placement Agent, or on the Company’s or
Placement Agent’ behalf unless the Escrow Agent shall first have given its specific written consent
thereto.



17. Section Headings. The section headings in this Escrow Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Escrow Agreement.



18. Counterparts. This Escrow Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute the same instrument.




[REMAINDER OF PAGE INTENTIONALLY BLANK]






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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed the
day and year first set forth above.




	 	 	 	 	 
	COMPANY:



GEOVAX LABS, INC.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 	  	(Authorized Officer) 	 
	 
	PLACEMENT AGENT:



GILFORD SECURITIES INCORPORATED

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 	  	(Authorized Officer) 	 
	 
	ESCROW AGENT:

 	 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Its: 	 
	 	

(Authorized Officer) 	 



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EXHIBIT A




COPY OF OFFERING DOCUMENT



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EXHIBIT B




LIST OF INVESTORS




     Pursuant to the Escrow Agreement dated                           by and between GeoVax
Labs, Inc. (the “Company”), Gilford Securities Incorporated, (the “Placement Agent”) and Wells
Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Company and the
Placement Agent hereby certify that the following Investors have paid money for the purchase of the
Securities (as defined in the Escrow Agreement), and the money has been deposited with the Escrow
Agent:




	1.	 	Name of Investor
	 
	 	 	[Address]
	 
	 	 	[Tax Identification Number]
	 
	 	 	[Amount of Securities Subscribed For]
	 
	 	 	[Amount of Money Paid and Deposited with Escrow Agent]
	 
	2.	 	Name of Investor
	 
	 	 	[Address]
	 
	 	 	[Tax Identification Number]
	 
	 	 	[Amount of Securities Subscribed For]
	 
	 	 	[Amount of Money Paid and Deposited with Escrow Agent]




Company:

By:

Its:

Date:



Placement Agent:

By:

Its:

Date:





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EXHIBIT C-1




CERTIFICATE AS TO AUTHORIZED SIGNATURES


The specimen signatures shown below are the specimen signatures of the individuals who have been
designated as authorized representatives of GeoVax Labs, Inc. and are authorized to initiate and
approve transactions of all types for the escrow account or accounts established under the Escrow
Agreement to which this Exhibit C-1 is attached, on behalf of GeoVax Labs, Inc.




	 	 	 

	Name / Title

	 	Specimen Signature
	 

	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Name

	 	Signature
	 
	 	 
	Title
	 	 
	 
	 	 
	 
	 	 
	Name

	 	Signature
	 
	 	 
	Title
	 	 
	 
	 	 
	Name

	 	Signature
	 
	 	 
	 
	 	 
	Title
	 	 
	 
	 	 
	Name

	 	Signature
	 
	 	 
	 
	 	 
	Title
	 	 






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EXHIBIT C-2




CERTIFICATE AS TO AUTHORIZED SIGNATURES


The specimen signatures shown below are the specimen signatures of the individuals who have been
designated as authorized representatives of and are authorized to initiate Gilford Securities
Incorporated and approve transactions of all types for the escrow account or accounts established
under the Escrow Agreement to which this Exhibit C-2 is attached, on behalf of Gilford Securities
Incorporated.




	 	 	 

	Name / Title

	 	Specimen Signature
	 

	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	Name

	 	Signature
	 
	 	 
	Title
	 	 
	 
	 	 
	 
	 	 
	Name

	 	Signature
	 
	 	 
	Title
	 	 
	 
	 	 
	Name

	 	Signature
	 
	 	 
	 
	 	 
	Title
	 	 
	 
	 	 
	Name

	 	Signature
	 
	 	 
	 
	 	 
	Title
	 	 






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EXHIBIT D




ESCROW AGENT FEES



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EXHIBIT E




AGENCY AND CUSTODY ACCOUNT DIRECTION

FOR CASH BALANCES

WELLS FARGO MONEY MARKET DEPOSIT ACCOUNTS


Direction to use the following Wells Fargo Money Market Deposit Accounts for Cash Balances for the
escrow account or accounts (the “Account”) established under the Escrow Agreement to which this
Exhibit E is attached.



You are hereby directed to deposit, as indicated below, or as I shall direct further in writing
from time to time, all cash in the Account in the following money market deposit account of Wells
Fargo Bank, National Association:




Wells Fargo Money Market Deposit Account (MMDA)


I understand that amounts on deposit in the MMDA are insured, subject to the applicable rules and
regulations of the Federal Deposit Insurance Corporation (FDIC), in the basic FDIC insurance amount
of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to a
total of $250,000.



I acknowledge that I have full power to direct investments of the Account.



I understand that I may change this direction at any time and that it shall continue in effect
until revoked or modified by me by written notice to you.




Authorized Representative

GeoVax Labs, Inc.




Date




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EXHIBIT F




NOTIFICATION OF RELEASE OF PROCEEDS


TO: The Securities Administrators Identified on Schedule 1 Hereto




     The undersigned Escrow Agent is releasing the proceeds of the following offering to the issuer
or other person entitled to them, in accordance with the terms of the Subscription Escrow Agreement
under which such proceeds were held:



GEOVAX LABS, INC.



Units Consisting of One Share of Common Stock

and One Warrant to Acquire an Additional Share



Minimum: $5,000,000

Maximum: $10,000,000



Date:                     , 20___



ESCROW AGENT:



WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent




By:

Its:

Date:

Name:



(Authorized Officer)





18









 








SCHEDULE 1




SECURITIES ADMINISTRATORS TO BE NOTIFIED



KANSAS




Office of the Securities Commissioner

618 South Kansas Avenue

Topeka, Kansas 66603-3804




	 	 	 

	Telephone:

	 	(785) 296-3307
	Facsimile:

	 	(785) 296-6872
	Email:

	 	securities@securities.state.ks.us
	 
	 	 
	ATTENTION:

	 	Mr. Steven C. Wassom
	 

	 	Director of Finance and Administration
	 

	 	Telephone No.: (785) 296-3307
	 

	 	Kansas File No.: 20115-131






MASSACHUSETTS




Secretary of the Commonwealth, Securities Division

One Ashburton Place

Room 1701

Boston, Massachusetts 02108




	 	 	 

	Telephone:

	 	(617) 727-3548
	Facsimile:

	 	(617) 248-0177
	Web:

	 	www.state.ma.us/sec/sct/sctidx.htm
	 
	 	 
	ATTENTION:

	 	Mr. Peter Cassidy
	 

	 	Director of Corporate Finance






19









 






MICHIGAN




Department of Labor and Economic Growth

Office of Financial and Insurance Regulation

Ottawa Building, 3 rd Floor

611 West Ottawa Street

Lansing, Michigan 48933-1070




	 	 	 

	Telephone:

	 	(517) 373-0220
	Facsimile:

	 	(517) 335-4978
	Email:

	 	ofir-sec-info@michigan.gov
	Web:

	 	www.michigan.gov/ofir






Mailing Address for General Correspondence:




Office of Financial and Insurance Regulation

P.O. Box 30220

Lansing, Michigan 48909-7720




Mailing Address for Other Securities Filings:




Office of Financial and Insurance Regulation

Ottawa Building, 3 rd Floor

611 West Ottawa Street

Lansing, Michigan 48933-1070




	 	 	 

	ATTENTION:

	 	Mr. Daniel Fienberg
	 

	 	Telephone No.: (517) 373-9744
	 

	 	Michigan File No.: 154826






MINNESOTA




Department of Commerce

85 East 7th Place East

Suite 500

St. Paul, Minnesota 55101




	 	 	 

	Telephone:

	 	(651) 296-4973
	Facsimile:

	 	(651) 284-4106
	Email:

	 	securities.commerce@state.mn.us
	Web:

	 	www.commerce.state.mn.us
	 
	 	 
	ATTENTION:

	 	Mr. Dan Sexton
	 

	 	Supervisor, Securities Registration and Licensing
	 

	 	Telephone No.: (651) 296-4520
	 

	 	Email: dan.sexton@state.mn.us
	 

	 	Minnesota File No.: R-52459






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NORTH CAROLINA



Department of the Secretary of State, Securities Division




Regular Mail:




P.O. Box 29622

Raleigh, North Carolina 27626-0622




Overnight Mail:




Old Revenue Complex

2 S. Salisbury Street

Raleigh, North Carolina 27601




	 	 	 

	Telephone:

	 	(919) 733-3924
	Facsimile:

	 	(919) 821-0818
	Web:

	 	www.sosnc.com
	 
	 	 
	ATTENTION:

	 	Mr. Perry R. Boseman
	 

	 	Director of Securities Registration
	 

	 	Telephone No.: (919) 733-3924
	 

	 	Email: pboseman@sosnc.com
	 

	 	North Carolina File No.: 45325






PENNSYLVANIA




Pennsylvania Securities Commission

Eastgate Office Building

1010 North 7th Street

2nd Floor

Harrisburg, Pennsylvania 17102-1410




	 	 	 

	Telephone:

	 	(717) 787-8062
	Facsimile:

	 	(717) 783-5125
	Email:

	 	pscwebmaster@state.pa.us
	 
	 	 
	ATTENTION:

	 	Mr. Brian Ardire
	 

	 	Counsel
	 

	 	Telephone No.: (717) 783-4183
	 

	 	Docket No.: 10-8-004C






21









 






TENNESSEE




Legal Section

Davy Crockett Tower, 5th Floor

500 James Robertson Parkway

Nashville, Tennessee 37243-0569




	 	 	 

	Telephone:

	 	(615) 741-2199
	Facsimile:

	 	(615) 741-4000






TEXAS




Texas Securities Board

208 East 10th Street

5th Floor

Austin, Texas 78701




Mailing Address:




P.O. Box 13167

Austin, Texas 78711-3167




	 	 	 

	Telephone:

	 	(512) 305-8300
	Facsimile:

	 	(512) 305-8310
	 
	 	 
	ATTENTION:

	 	Mr. Oscar Gonzalez
	 

	 	Telephone No.: (512) 305-8300
	 

	 	Email: ogonzalez@ssb.state.tx.us






22









 






WASHINGTON




Department of Financial Institutions, Securities Division

150 Israel Road, SW

Tumwater, Washington 98504-1200




Mailing Address:




P.O. Box 9033

Olympia, Washington 98507-9033




	 	 	 

	Telephone:

	 	(360) 902-8760
	Facsimile:

	 	(360) 902-0524
	Web:

	 	www.dfi.wa.gov/sd
	 
	 	 
	ATTENTION:

	 	Mr. Manuel I. Casem
	 

	 	Financial Examiner
	 

	 	Telephone No.: (360) 902-8736
	 

	 	Email: mcasem@dfi.wa.gov
	 

	 	File No.: 70014639






WISCONSIN




Department of Financial Institutions, Securities Division

345 W. Washington Avenue

4th Floor

Madison, Wisconsin 53703




Mailing Address:




P.O. Box 1768

Madison, Wisconsin 53701-1768




	 	 	 

	Telephone:

	 	(608) 266-1064
	Facsimile:

	 	(608) 264-7979
	Web:

	 	www.wdfi.org/fi/securities
	 
	 	 
	ATTENTION:

	 	Ms. Marjorie Sandee
	 

	 	Securities Examiner Bureau of Registration & Enforcement
	 

	 	Telephone No.: (608) 266-3364
	 

	 	Email: Marjorie.sandee@dfi.wisconsin.gov







23