SUBSCRIPTION ESCROW AGREEMENT

Exhibit 4.4

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

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 Section 3(b) or Section 3(c), 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

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.

(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

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

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 Xxxxx 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

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: Xxxx Xxxxxxxx

0000 Xxxx Xxxx Xxxxx

Xxxxx 000

Xxxxxx, Xxxxxxx 00000

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Email: xxxxxxxxx@xxxxxx.xxx

If to Placement Agent:

Gilford Securities Incorporated

ATTN: Xxx Xxxxxxxx

000 Xxxxx Xxxxxx

00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Telephone: (000) 000-0000

Facsimile: (212) ________

Email: xxx.xxxxxxxx@xxxxxxxxxxxxxxxxx.xxx

If to Escrow Agent:

Xxxxx Fargo Bank, National Association

ATTN: Stefan Victory

0000 Xxxxxxx Xxxxxxx

Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Email: xxxxxx.xxxxxxx@xxxxxxxxxx.xxx

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.

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.

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]

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:

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent

By:

Name:

Its:
		(Authorized Officer)

EXHIBIT A

COPY OF OFFERING DOCUMENT

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 Xxxxx 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:

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

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

EXHIBIT D

ESCROW AGENT FEES

Xxxxx Fargo Corporate Trust Services

Schedule of Fees for Escrow Agent Services

GeoVax Labs, Inc Subscription Escrow

Approximately $10 million

Page 1 of 2

Acceptance Fee:

$500

Initial Fees as they relate to Xxxxx Fargo Bank acting in the capacity of Escrow Agent – includes review of the Escrow Agreement; acceptance of the escrow appointment; setting up of Escrow Account(s) and accounting records; and coordination of receipt of funds for deposit to the Escrow Account(s). Acceptance Fee payable at time of Escrow Agreement execution.

Escrow Account Administration Fee:

$3,500

For ordinary administrative services by Escrow Agent – includes daily routine account management; investment transactions; incoming cash transactions processing (including wire and check processing); monitoring claim notices pursuant to the agreement; disbursement of funds in accordance with the agreement; tax reporting for one entity; and providing trust account statements to all applicable parties. This fee is payable in advance per escrow account established per year, with the first installment due at the time of Escrow Agreement execution. The fee covers a full year or any part thereof and therefore will not be prorated or refunded in a year of early termination.

Disbursements and Tax Reporting (as applicable):

These charges will apply as applicable should the subscription fail and funds must be returned to investors.

Disbursement of Funds, per check or wire:	$25.00
Tax Reporting, per investor:	$25.00

Out-of-Pocket Expenses

At Cost

We will charge for out-of-pocket expenses in response to specific tasks assigned by the client or provided for in the escrow agreement. Possible expenses would be, but are not limited to, express mail and messenger charges, travel expenses to attend closing or other meetings. There are no charges for indirect out-of-pocket expenses.

Account Administration:

This account relationship will be managed in our Atlanta office by:

Stefan Victory

Vice President and Relationship Manager

Xxxxx Fargo Bank, N.A., Corporate Trust Services

0000 Xxxxxxx Xxxxxxx XX, Xxxxx 000, Xxxxxxx, XX 00000

Tel: 000-000-0000 Fax: 000-000-0000

Email: xxxxxx.xxxxxxx@xxxxxxxxxx.xxx

On-Line Statements:

Included

Web based access to PDF monthly account statements with email notification when new reports are available.

Xxxxx Fargo Corporate Trust Services

Schedule of Fees for Escrow Agent Services

GeoVax Labs, Inc Subscription Escrow

Approximately $10 million

Page 2 of 2

NOTE: This Schedule of Fees is subject to periodic review and adjustment by Xxxxx Fargo. Nothing contained herein shall be deemed to be Xxxxx Fargo’s acceptance of appointment as escrow agent or such other related capacity, which is contingent upon final review, acceptance, and execution of governing documents. Appointment is subject to due diligence and conflict check.

Xxxxx Fargo’s bid is based on the following assumptions:

·	Number of Escrow Accounts to be established: One (1)

·	Number of Deposits to Escrow Account: Not more than Two Hundred (200)

·	Number of Withdrawals from Escrow Account: Not more than Two Hundred (200)

·	Term of Escrow: Not more than One (1) Year

·	Appointment subject to receipt of requested due diligence information as per the USA Patriot Act

·	This proposal assumes that balances in the account will be invested in a Xxxxx Fargo Money Market Demand Account (MMDA) or Institutional Money Market Account (IMMA)

·	All funds will be received from or distributed to a domestic or an approved foreign entity

·	If the account(s) does not open within three (3) months of the date shown below, this proposal will be deemed to be null and void

·	The charges for performing services not contemplated at the time of the execution of the governing documents, or not specifically covered elsewhere in this schedule, will be determined by appraisal in amounts commensurate with the service to be provided

·	Should anticipated documentation change substantially or the transaction become increasingly complex prior to final closing, Xxxxx Fargo reserves the right to adjust its fees

·	Xxxxxxxx over 30 days past due are subject to a 1.5% per month late payment penalty on balance due.

Dated: August 31, 2010

By:

Xxxxx Xxxxxx

Vice President, Business Development

Xxxxx Fargo Corporate Trust and Escrow Services

000 Xxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000

Office: 000-000-0000 / Cell: 000-000-0000

xxxxx.xxxxxx@xxxxxxxxxx.xxx

EXHIBIT E

AGENCY AND CUSTODY ACCOUNT DIRECTION

FOR CASH BALANCES

XXXXX FARGO MONEY MARKET DEPOSIT ACCOUNTS

Direction to use the following Xxxxx 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 Xxxxx Fargo Bank, National Association:

Xxxxx 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

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

Maximum: $10,000,000

Date: , 20__

ESCROW AGENT:

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Escrow Agent


By:

Its:

Date:

Name:

(Authorized Officer)

SCHEDULE 1

SECURITIES ADMINISTRATORS TO BE NOTIFIED

KANSAS

Office of the Securities Commissioner

000 Xxxxx Xxxxxx Xxxxxx

Xxxxxx, Xxxxxx 00000-0000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Email:		xxxxxxxxxx@xxxxxxxxxx.xxxxx.xx.xx

ATTENTION:		Xx. Xxxxxx X. Xxxxxx
		Director of Finance and Administration
		Telephone No.: (000) 000-0000
		Kansas File No.: 00000-000

XXXXXXXXXXXXX

Secretary of the Commonwealth, Securities Division

One Ashburton Place

Room 1701

Xxxxxx, Xxxxxxxxxxxxx 00000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Web:		xxx.xxxxx.xx.xx/xxx/xxx/xxxxxx.xxx

ATTENTION:		Mr. Xxxxx Xxxxxxx
		Director of Corporate Finance

MICHIGAN

Department of Labor and Economic Growth

Office of Financial and Insurance Regulation

Ottawa Building, 3 rd Floor

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000-0000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Email:		xxxx-xxx-xxxx@xxxxxxxx.xxx
Web:		xxx.xxxxxxxx.xxx/xxxx

Mailing Address for General Correspondence:

Office of Financial and Insurance Regulation

X.X. Xxx 00000

Xxxxxxx, Xxxxxxxx 00000-0000

Mailing Address for Other Securities Filings:

Office of Financial and Insurance Regulation

Ottawa Building, 3 rd Floor

000 Xxxx Xxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000-0000


ATTENTION:		Xx. Xxxx Xxxxx
		Telephone No.: (000) 000-0000 Email: XxxxxX0@xxxxxxxx.xxx
		Michigan File No.: 154826

MINNESOTA

Department of Commerce

85 Xxxx 0xx Xxxxx Xxxx

Xxxxx 000

Xx. Xxxx, Xxxxxxxxx 00000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Email:		xxxxxxxxxx.xxxxxxxx@xxxxx.xx.xx
Web:		xxx.xxxxxxxx.xxxxx.xx.xx

ATTENTION:		Mr. Xxx Xxxxxx
		Supervisor, Securities Registration and Licensing
		Telephone No.: (000) 000-0000
		Email: xxx.xxxxxx@xxxxx.xx.xx
		Minnesota File No.: R-52459

NORTH CAROLINA

Department of the Secretary of State, Securities Division

Regular Mail:

X.X. Xxx 00000

Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000

Overnight Mail:

Xxx Xxxxxxx Xxxxxxx

0 X. Xxxxxxxxx Xxxxxx

Xxxxxxx, Xxxxx Xxxxxxxx 00000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Web:		xxx.xxxxx.xxx

ATTENTION:		Xx. Xxxxx X. Xxxxxxx
		Director of Securities Registration
		Telephone No.: (000) 000-0000
		Email: xxxxxxxx@xxxxx.xxx
		North Carolina File No.: 45325

PENNSYLVANIA

Pennsylvania Securities Commission

Eastgate Office Building

0000 Xxxxx 0xx Xxxxxx

0xx Xxxxx

Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Email:		xxxxxxxxxxxx@xxxxx.xx.xx

ATTENTION:		Xx. Xxxxx Xxxxxx
		Counsel
		Telephone No.: (000) 000-0000
		Docket No.: 10-8-004C

TEXAS

Texas Securities Board

000 Xxxx 00xx Xxxxxx

0xx Xxxxx

Xxxxxx, Xxxxx 00000

Mailing Address:

X.X. Xxx 00000

Xxxxxx, Xxxxx 00000-0000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

ATTENTION:		Xx. Xxxxx Xxxxxxxx
		Telephone No.: (000) 000-0000
		Email: xxxxxxxxx@xxx.xxxxx.xx.xx

WASHINGTON

Department of Financial Institutions, Securities Division

000 Xxxxxx Xxxx, XX

Xxxxxxxx, Xxxxxxxxxx 00000-0000

Mailing Address:

X.X. Xxx 0000

Xxxxxxx, Xxxxxxxxxx 00000-0000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Web:		xxx.xxx.xx.xxx/xx

ATTENTION:		Xx. Xxxxxx X. Xxxxx
		Financial Examiner
		Telephone No.: (000) 000-0000
		Email: xxxxxx@xxx.xx.xxx
		File No.: 70014639

WISCONSIN

Department of Financial Institutions, Securities Division

000 X. Xxxxxxxxxx Xxxxxx

0xx Xxxxx

Xxxxxxx, Xxxxxxxxx 00000

Mailing Address:

X.X. Xxx 0000

Xxxxxxx, Xxxxxxxxx 00000-0000


Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Web:		xxx.xxxx.xxx/xx/xxxxxxxxxx

ATTENTION:		Xx. Xxxxxxxx Xxxxxx
		Securities Examiner Bureau of Registration & Enforcement
		Telephone No.: (000) 000-0000
		Email: Xxxxxxxx.xxxxxx@xxx.xxxxxxxxx.xxx

Document Metadata

Table of Contents

SUBSCRIPTION ESCROW AGREEMENT

Document Metadata