EX-10.2 SUBSCRIPTION AGREEMENT



 





Exhibit 10.2




FORM OF SUBSCRIPTION AGREEMENT




     The undersigned (“Subscriber”), hereby subscribes for and agrees to purchase and pay for an
aggregate of (a)                      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                      shares (the
“Warrant Shares”) of the Common Stock, for aggregate consideration of                      (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. Payment of the Aggregate Purchase Price hereunder shall be made by either (a) wire transfer of
immediately available funds pursuant to GeoVax’s wire transfer instructions, or (b) check made
payable to “GeoVax Labs, Inc.” and delivered to GeoVax Labs, Inc., 1256 Briarcliff Road, N.E.,
Emtech Bio Suite 500, Atlanta, Georgia, 30306.



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 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.







 




			
	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.




 









 











	 	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 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





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	 	 	 	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 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.





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




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D. Right of Further Investment. Until such time as GeoVax raises a total of $5 million in
aggregate gross proceeds from its current and future financing efforts, the Subscriber shall be
granted the right to invest an additional amount under the same terms and conditions as contained
herein. Such additional investment shall be limited to the difference between (a) the aggregate
gross proceeds from GeoVax’s financing efforts at the date Subscriber determines to exercise his
right hereunder, and (b) $5 million.




Dated: __________, 2007




	 	 	 	 	 	 	 	 	 	 	 
	Agreed to and Accepted:

GeoVax Labs, Inc.	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 	 	 	 	 	 	Name:	 	 







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