0000950144-08-004407 Sample Contracts

STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • May 27th, 2008 • Geovax Labs, Inc. • Services-commercial physical & biological research • Georgia

This is to certify that, for value received, (“Holder”) is en titled 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”), 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 2008, and terminating on 2013, 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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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 27th, 2008 • Geovax Labs, Inc. • Services-commercial physical & biological research

The undersigned (“Subscriber”), a resident of , 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.”

STOCK PURCHASE WARRANT
Stock Purchase Warrant • May 27th, 2008 • Geovax Labs, Inc. • Services-commercial physical & biological research • Georgia

This is to certify that, for value received, (“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”), 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 ___ ___2008, and terminating on ___ ___2012, 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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