0000950144-08-000305 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • January 18th, 2008 • Geovax Labs, Inc. • Computer & office equipment • Georgia

This Consulting Agreement (“Agreement”) is made as of January 1, 2008 by and between Equinox One Consulting, LLC, (the “Consultant”), and GeoVax Labs, Inc., an Illinois corporation (the “Company”) with mailing address of 1256 Briarcliff Rd., Atlanta, Georgia 30306, in reference to the following:

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GEOVAX LABS, INC. COMMON STOCK PURCHASE WARRANT
Geovax Labs, Inc. • January 18th, 2008 • Computer & office equipment • Georgia

This is to certify that, for value received, Equinox One Consulting, 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”), 2,700,000 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 January 1, 2008, and terminating on December 31, 2011, 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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