0000950144-08-003976 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 12th, 2008 • Geovax Labs, Inc. • Services-commercial physical & biological research • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2008, by and between GEOVAX LABS, INC., an Illinois corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • May 12th, 2008 • Geovax Labs, Inc. • Services-commercial physical & biological research • Delaware

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 8, 2008, by and between GEOVAX LABS, INC., an Illinois corporation (the “Company,” as further defined in Section 10), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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