EX-10.1 SUBSCRIPTION AGREEMENT



 





Exhibit 10.1




SUBSCRIPTION AGREEMENT




     The undersigned (“Subscriber”), hereby subscribes for and agrees to purchase and pay for an
aggregate of (a) 48,387,097 shares1 (the “Shares”) of the common stock, par value $0.001
per share (the “Common Stock”), of GeoVax Labs, Inc., an Illinois Corporation (“GeoVax”), and (b)
common stock purchase warrants (the “Warrants”) to purchase an aggregate of 35,000,000 shares (the
“Warrant Shares”) of the Common Stock, for aggregate consideration of SEVEN MILLION FIVE HUNDRED
FIFTY THOUSAND DOLLARS ($7,500,000.00) (the “Aggregate Purchase Price”), on the terms and
conditions set forth herein. The Shares, the Warrants and the Warrant Shares are sometimes
collectively referred to herein as the “Securities.”


A. Subscriber shall purchase on the following dates such number of the Shares and Warrants to
purchase such number of the Warrant Shares subscribed for hereunder for such portion of the
Aggregate Purchase Price as follows:





	 	1.	 	On August 6, 2007 (the “First Closing Date”), (a) 22,580,645 of the Shares and
(b) a Warrant to purchase 18,333,333 Warrant Shares pursuant to the form of Warrant
attached hereto as Exhibit A, for THREE MILLION FIVE HUNDRED FIFTY THOUSAND
DOLLARS ($3,500,000.00); and
	 
	 	2.	 	On November 3, 2007 (the “Second Closing Date”), (a) 25,806,452 of the Shares
and (b) a Warrant to purchase 16,666,667 Warrant Shares pursuant to the form of Warrant
attached hereto as Exhibit B, for FOUR MILLION DOLLARS ($4,000,000.00).





     All payments hereunder shall be made by wire transfer of immediately available funds pursuant
to GeoVax’s wire transfer instructions.


B. In order to induce GeoVax to accept this subscription, and in order to determine whether
Subscriber is qualified to acquire the Securities pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (“Act”), provided by Section 4(2) of the Act
or Regulation D promulgated thereunder, and pursuant to any other applicable laws regulating the
offer and sale of securities in the state or states in the United States in which Subscriber is
domiciled, Subscriber hereby represents, warrants and certifies that:





	 	1.	 	Subscriber has been fully informed to its complete satisfaction concerning the
organization aspects, business, limited current operations, finances, and all other
matters relating to GeoVax which it consider significant for the purpose of making an
investment decision with respect to the Securities. In particular, Subscriber has
examined GeoVax’s most recent annual report on Form 10-K and its most recent quarterly
filings on Form 10-Q. Subscriber has been offered the opportunity to discuss GeoVax and
its affairs with members of GeoVax’s management, to review such documents and records
as it considers appropriate, and has received all







 




			
	1	 	Based upon a per share purchase price equal
to the lesser of (a) $0.155 per share and (b) 70% of the closing market price
per share on August 6, 2007.





 









 






	 	 	 	information, which it has requested with respect to GeoVax. Subscriber is aware of
the present concentrated stock holdings of GeoVax.
	 
	 	2.	 	Subscriber is fully aware of all of the risks involved in purchasing the
Securities.
	 
	 	3.	 	Subscriber is aware that there will be limited liquidity in an investment in
GeoVax Securities.
	 
	 	4.	 	Subscriber is aware that the Securities do not carry preemptive rights or
cumulative voting.
	 
	 	5.	 	Subscriber is aware that there can be no assurance that GeoVax will be
profitable in the future.
	 
	 	6.	 	Subscriber is also aware that GeoVax will be in need of additional funds in
order to attempt to fulfill its business plans and there is no assurance that it will
be able to obtain such funds.
	 
	 	7.	 	Subscriber understands that there is only a limited market for GeoVax’s
Securities and that there can be no assurance that an active market will develop in the
future.
	 
	 	8.	 	Subscriber understands that the Securities have not been registered nor have
they been registered or qualified under the applicable securities laws of any state in
the United States, and are being issued in reliance upon the truth and accuracy of the
representations made herein with respect to Subscriber’s investment intent and
suitability as an investor. Subscriber hereby certifies that it is purchasing the
Securities for investment for its own account, with no present intention of making any
sale, transfer or distribution of them. Subscriber understands that the Securities may
not be sold or transferred without registration under the Act, or qualification or
registration under the applicable state securities laws, unless there is an exemption
from such registration or qualification then available. Subscriber consents to having a
legend on the certificates representing the Securities to that effect. Subscriber is
aware that the Shares and the Warrant Shares will carry certain limited registration
rights.
	 
	 	9.	 	Subscriber is a sophisticated investor with substantial experience in
securities of speculative businesses. Subscriber is able to judge the suitability of
this investment for Subscriber and the risks involved, and understands that the
Securities will be unmarketable for an indefinite period of time, and that if GeoVax is
not successful, all or a substantial part of Subscriber’s investment could be lost.
Subscriber further certifies that its net worth or annual income is such that the loss
of Subscriber’s entire investment, or its unavailability, will not result in serious
financial harm or determent to Subscriber.
	 
	 	10.	 	Subscriber is aware that GeoVax may sell the Securities to Subscriber only if
Subscriber qualifies according to the express standards stated herein. If the
Securities are purchased in a fiduciary capacity, the person or persons for whom the
purchase is made meet the standards set forth herein and the representation and
warranties shall










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be deemed to have been on behalf of the person or persons for whom Subscriber is so
purchasing. Subscriber represents and warrants that it meets the following investors
standards:




	 	11.1	 	Subscriber and its representatives have been afforded access to such
information concerning GeoVax and about the proposed operations of GeoVax as
have been requested by Subscriber or them and that such materials were
sufficient to enable Subscriber to arrive at a reasoned investment decision with
respect to an investment in the Securities.
	 
	 	11.2	 	Subscriber meets one of the standards as an “Accredited Investor”, as
such term is defined in Rule 501(a) of Regulation D.






	 	12.	 	On the terms and subject to the conditions of this paragraph 12, Subscriber
shall have the limited right to register the Shares and the Warrant Shares as described
herein. For purposes of this discussion, the term “Holders” includes those shareholders
that have purchased shares of GeoVax Common Stock under a Subscription Agreement having
terms substantially identical to the terms of this Subscription Agreement.






	 	12.1	 	“Piggyback” Registration Rights. Holders shall have the right
to register the Registrable Securities under the Act in connection with future
underwritten public offerings of shares of GeoVax Common Stock. The term
“Registrable Securities” means: (i) the Shares issued in connection with this
Subscription Agreement; (ii) the Warrant Shares underlying the Warrants issued
in connection with this Subscription Agreement; and (iii) any other securities
of GeoVax issued as (or issuable upon the conversion or exercise of any warrant,
right or other security which is issued as) a dividend or other distribution
with respect to, or in exchange for or in replacement of, such securities
referenced in (i) and (ii) immediately above, excluding in all cases, however,
any Registrable Securities sold in any public offering pursuant to a
registration or an exemption from registration.
	 
	 	 	 	On the terms and subject to the conditions stated herein, each time GeoVax
shall determine to file a registration statement under the Act in connection
with the proposed offer and sale for money of any of its shares of Common
Stock in an underwritten public distribution by it (other than (i) a
registration statement relating solely to employee stock option or purchase
plans, or (ii) a registration statement on Form S-4 relating solely to Rule
145 under the Act), GeoVax shall give written notice of its determination to
Holders; provided, however, that GeoVax shall have no such obligation if the
managing underwriter of the subject proposed offering objects in a writing
addressed to GeoVax to the inclusion of any Registrable Securities in the
subject registration statement or offering.
	 
	 	 	 	Under Holders’ written request, which must have been received by GeoVax
within 20 days after any such notice from GeoVax, GeoVax shall use its best
efforts to cause all such Registrable Securities of which Holders have
requested registration to be included in such registration statement and in
any





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necessary registration, qualification or other filing under the applicable
state securities or blue sky laws, all to the extent required to permit the
sale or other disposition to be made of the Registrable Securities to be so
registered. In the event that the aggregate number of Registrable Securities
requested by the Holders to be registered in any underwritten public
distribution (the “Piggyback Shares”) exceeds twenty percent (20%) of the
aggregate number of shares of GeoVax Common Stock being registered in such
underwritten public distribution, then the aggregate number of the Piggyback
Shares to be registered and included in such public distribution shall be
reduced pro rata among the Holders of the Piggyback Shares to twenty percent
(20%) of the aggregate number of shares being registered in such underwritten
public distribution.




All Holders proposing to distribute their Registrable Securities through an
underwriting pursuant to this paragraph 12 shall (together with GeoVax and
any other holders distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for underwriting by GeoVax. If any Holder
disapproves of the terms of any such underwriting, he may elect to withdraw
therefrom by written notice to GeoVax and the underwriter. Any Registrable
Securities excluded or withdrawn from such underwriting shall not be
withdrawn from such registration except at the election of the Holder.




Holders shall cooperate with GeoVax, execute any documents, instrument and
agreements, and take any further actions reasonably necessary to effect such
registrations, qualifications or other filings, and the public offering in
connection therewith shall be paid by GeoVax; provided, however, that Holders
of the Piggyback Shares participating in any such registration shall bear
their pro rata share of the underwriting fees, discounts and commissions.
Holders shall not sell or otherwise transfer any shares of GeoVax Common
Stock held by them which are not included in the underwritten public offering
for a period commencing on the date of the commencement of the public
offering, and ending on the earlier of the date of termination of the public
offering or 90 days from the commencement of the public offering.




Notwithstanding any contrary provision of this paragraph 12, GeoVax shall not
be required to effect any registrations under the 1933 Act or under any state
securities laws on behalf of any Holder or Holders if, in the opinion of
counsel for GeoVax, the offering or transfer by such Holder or Holders in the
manner proposed (including, without limitation, the number of shares proposed
to be offered or transferred and the method of offering or transfer) is
exempt from the registration requirements of the 1933 Act and the securities
laws of applicable states.




	 	12.2	 	Termination of Piggyback Registration Rights. The piggyback
registration rights under this paragraph 12 are not transferable or assignable
and shall terminate on the first anniversary of the date of the issuance of the
Registrable Securities to the undersigned Holder.










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	 	12.3	 	Expenses of Registration. All expenses incurred in connection
with any registration shall be borne by GeoVax; provided, however, GeoVax shall
not be required to pay any fees of Holders’ legal counsel or any underwriter
fees, discounts or commissions.
	 
	 	12.4	 	No Assurance of State Registration. There can be no assurance
that the state in which a Holder resides will permit the registration of the
Registrable Securities within such state. Accordingly, even if the Shares and
Warrant Shares are subsequently registered under federal securities laws, of
which there can be no assurance, there can be no assurance that the Shares and
Warrant Shares can be registered under applicable sate law due to merit or other
requirements. Accordingly, there can be no assurance that a Holder will be able
to have its Shares and Warrant Shares registered in its state of domicile or
residence, as applicable. In such event, a Holder would continue to own
restricted securities under the state securities law.






	 	13.	 	Subscriber further represents and warrants that:






	 	13.1	 	Considering all facts in Subscriber’s financial circumstances
(including, but not limited to requirements for current income) Subscriber is
able to bear the economic risk of an investment in the Securities, including a
loss of its entire investment.
	 
	 	13.2	 	Subscriber is purchasing the Securities for its own account for
personal investment purposes only and with no view to or any present intention,
agreement or agreements for the distribution, transfer, assignment, resale,
subdivision or hypothecation thereof, and Subscriber understands that in any
event such Securities will be subject to restrictions against any such
transferability in the absence of registration under the Act.






	 	14.	 	Subscriber has the full power and authority to execute and deliver this
Subscription Agreement and to perform its obligations hereunder and this Subscription
Agreement is a legally binding obligation of Subscriber in accordance with its terms.




C. Subscriber’s obligations hereunder are subject to the satisfaction (or waiver in Subscriber’s
sole discretion) of the following conditions:





	 	1.	 	GeoVax shall have established a financial public and investor relations budget
acceptable to Subscriber as per Item 2 below.
	 
	 	2.	 	GeoVax shall have engaged an investor relations consultant acceptable to
Subscriber for a period of not less than one year, and shall have agreed to retain
Financial Relations Board or another public relations firm mutually acceptable to
Subscriber and GeoVax. The total annual budget required by this provision for engaging
the aforemented consultant and public relations firm shall not exceed $240,000,.





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D. GeoVax’s obligations hereunder are subject to it having a sufficient number of duly authorized
and unreserved shares of its Common Stock on the First Closing Date and the Second Closing Date for
issuance of the number of Shares and Warrant Shares underlying the Warrants to be issued hereunder
on each of such closing dates.




Dated: July 30, 2007




	 	 	 	 	 
	 	Very truly yours,

PURE Capital, LLC

 	 
	 	By:  	/s/ Paul Benson
 	 
	 	 	Name:  	Paul Benson 	 
	 	 	Title:  	Managing Partner 	 
	 



Agreed to and Accepted:




GeoVax Labs, Inc.




	 	 	 	 	 
	By:

	 	/s/ Donald Hildebrand
 

Donald Hildebrand, CEO
	 	 






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EXHIBIT A




FORM OF AUGUST 6, 2007 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. ___
	 	Shares: 18,333,333






GEOVAX LABS, INC.




COMMON STOCK PURCHASE WARRANT



This is to certify that, for value received, PURE Capital, LLC (“Holder”) is entitled 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”), 18,333,333 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 August 6, 2007, and terminating
on August 5, 2010, 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 August




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6, 2007 and until August 5, 2010, 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 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.




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(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




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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.



(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




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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.




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(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 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




12









 




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.



(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.





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(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 B 12 of that certain Subscription Agreement by and between the Company and the
undersigned Holder dated August 6, 2007.




     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:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	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.




16









 





EXHIBIT B




FORM OF NOVEMBER 5, 2007 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. ___
	 	Shares: 16,666,667
	 	 	 





GEOVAX LABS, INC.




COMMON STOCK PURCHASE WARRANT



This is to certify that, for value received, PURE Capital, LLC (“Holder”) is entitled 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”), 16,666,667 shares of $0.001 par value per share common stock of the Company (“Shares”),
at a price of U.S. $___[insert an amount equal to the closing market price on November 2, 2007]
per Share, during the period commencing November 5, 2007, and terminating on November 4, 2010, 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.”




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(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 November 5, 2007 and
until November 4, 2010, 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 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.




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(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


19









 






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.



(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


20









 






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


21









 






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 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


22









 






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.




23









 







(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 B 12 of that certain Subscription Agreement by and between the Company and the
undersigned Holder dated August 6, 2007.




     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:
	 	 	 	 
	 

	 	 

	 	 
	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	Attest:
	 	 	 	 
	 

	 	 

	 	 






24









 






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)	 	 






25









 






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.




26