0001437749-12-002665 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 22nd, 2012 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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SERIES B COMMON STOCK PURCHASE WARRANT GEOVAX LABS, INC.
Security Agreement • March 22nd, 2012 • GeoVax Labs, Inc. • Services-commercial physical & biological research

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the one year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GeoVax Labs, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2012 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2012, between GeoVax Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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