0001437749-18-005301 Sample Contracts

Contract
Warrant Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Georgia

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

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GEOVAX, INC. AMENDMENT NO. 1 TO SALARY DEFERRAL AGREEMENT
Salary Deferral Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Amendment No. 1 to Salary Deferral Agreement (the “Agreement”) is entered into as of July 1, 2017 by and between GeoVax, Inc., a Georgia Corporation (the “Company”), and Mark W. Reynolds (the “Employee”).

SENIOR NOTE PURCHASE AGREEMENT
Senior Note Purchase Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Georgia

This Senior Note Purchase Agreement, dated as of February 28, 2018 (this “Agreement”), is entered into by and among GeoVax Labs, Inc., a Delaware corporation, with an address at 1900 Lake Park Drive, Suite 380, Smyrna, GA 30080 (the “Company”), and Georgia Research Alliance, Inc., with an address at 191 Peachtree Street, NE, Suite 849, Atlanta, Georgia 30303 (“Purchaser”), with respect to the following:

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research • Georgia

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Amendment") is made as of the 10th day of July, 2017 (the "Effective Date"), by and between UCB, INC., a Delaware corporation ("Landlord"), and GEOVAX, INC., a Georgia corporation ("Tenant").

GEOVAX, INC. SALARY DEFERRAL AGREEMENT
Salary Deferral Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Salary Deferral Agreement (the “Agreement”) is entered into as of July 1, 2017 by and between GeoVax, Inc., a Georgia Corporation (the “Company”), and Farshad Guirakhoo (the “Employee”).

GEOVAX, INC. SALARY DEFERRAL AGREEMENT
Salary Deferral Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Salary Deferral Agreement (the “Agreement”) is entered into as of April 25, 2016 by and between GeoVax, Inc., a Georgia Corporation (the “Company”), and Harriet L. Robinson (the “Employee”).

GEOVAX, INC. AMENDMENT NO. 1 TO SALARY DEFERRAL AGREEMENT
Salary Deferral Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Amendment No. 1 to Salary Deferral Agreement (the “Agreement”) is entered into as of July 1, 2017 by and between GeoVax, Inc., a Georgia Corporation (the “Company”), and Harriet L. Robinson (the “Employee”).

GEOVAX, INC. SALARY DEFERRAL AGREEMENT
Salary Deferral Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Salary Deferral Agreement (the “Agreement”) is entered into as of April 25, 2016 by and between GeoVax, Inc., a Georgia Corporation (the “Company”), and Mark W. Reynolds (the “Employee”).

GEOVAX, INC. SALARY DEFERRAL AGREEMENT
Salary Deferral Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Salary Deferral Agreement (the “Agreement”) is entered into as of April 25, 2016 by and between GeoVax, Inc., a Georgia Corporation (the “Company”), and Robert T. McNally (the “Employee”).

GEOVAX, INC. AMENDMENT NO. 1 TO SALARY DEFERRAL AGREEMENT
Salary Deferral Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research

This Amendment No. 1 to Salary Deferral Agreement (the “Agreement”) is entered into as of July 1, 2017 by and between GeoVax, Inc., a Georgia Corporation (the “Company”), and Robert T. McNally (the “Employee”).

February 14, 2018 Dr. Robert T. McNally President & Chief Executive Officer
Financial Advisory Agreement • March 23rd, 2018 • GeoVax Labs, Inc. • Services-commercial physical & biological research • New York

We are pleased that GeoVax Labs, Inc. (“GeoVax” or the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.

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