GEOVAX LABS, S-1/A Filing

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                                     As filed with the Securities and Exchange Commission on November 8, 2010
                                                                                                      Registration No. 333-165828


                       UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                     Washington, D.C. 20549

                                                                       Amendment No. 7 to
                                                                             Form S-1
                                                            REGISTRATION STATEMENT
                                                                     UNDER
                                                            THE SECURITIES ACT OF 1933

                                                       GEOVAX LABS, INC.
                                                              (Exact name of registrant as specified in its charter)


                             Delaware                                                  2834                                            87-0455038
                     (State or other jurisdiction of                       (Primary Standard Industrial                               (I.R.S. Employer
                    incorporation or organization)                         Classification Code Number)                             Identification Number)


                                         1900 Lake Park Dr., Suite 380, Smyrna Georgia 30080, (678) 384-7220
                              (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


                                                                     Robert T. McNally, Ph.D.
                                                                President & Chief Executive Officer
                                                                         GeoVax Labs, Inc.
                                                                   1900 Lake Park Dr., Suite 380
                                                                      Smyrna Georgia 30080
                                                                     Telephone: (678) 384-7220
                                                                     Facsimile: (678) 384-7281
                                     (Name, address, including zip code, and telephone number, including area code, of agent for service)


              Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this
         registration statement.
                                                        With Copies To :
                                                   T. Clark Fitzgerald III, Esq.
                                            Womble Carlyle Sandridge & Rice, PLLC
                                                 271 17th Street, NW, Suite 2400
                                                     Atlanta, Georgia 30363
                                                    Telephone: (404) 879-2455
                                                    Facsimile: (404) 870-4869

              If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to
         Rule 415 under the Securities Act of 1933, check the following box. 

              If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
         please check the following box and list the Securities Act registration statement number of the earlier effective registration
         statement for the same offering. 

              If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following
         box and list the Securities Act registration statement number of the earlier effective registration statement for the same
         offering. 

              If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following
         box and list the Securities Act registration statement number of the earlier effective registration statement for the same
         offering. 
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer              Accelerated filer         Non-accelerated filer         Smaller reporting company 
                                                                 (Do not check if a smaller reporting company)

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the
Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
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          The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
          with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and it is not soliciting an offer
          to buy these securities in any state where the offer or sale is not permitted.

        PROSPECTUS

                      PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION DATED NOVEMBER 8, 2010




                                                GEOVAX LABS, INC.
                       FROM      TO     UNITS, EACH CONSISTING OF ONE SHARE OF
            COMMON STOCK AND A WARRANT TO PURCHASE ONE ADDITIONAL SHARE OF COMMON STOCK

              This is a best efforts offering of a minimum of $5,000,000 (      units) and a maximum of $10,000,000 (         units) at a price
        of $    per unit. Each unit consists of one share of GeoVax Labs, Inc. common stock ($0.001 par value) and a five-year callable
        warrant to purchase one additional share of GeoVax Labs, Inc. common stock at an exercise price of $ , or 20% above the
        offering price of the units. The units will separate immediately upon issuance and trade separately. Proceeds will be deposited in
        an escrow account and returned to investors in full, without interest or deduction, unless at least     units offered hereby are sold
        during the offering period. Investors will have no right to the return of their funds during the term of the escrow.

              Our common stock is quoted on the OTC Bulletin Board under the symbol “GOVX.” On November 5, 2010, the last
        reported sale price for our common stock on the OTC Bulletin Board was $1.79 per share. We do not intend to apply for listing
        of the warrants on any securities exchange.

            Investing in the common stock involves certain risks. See “Risk Factors” beginning on page 5 for
        a discussion of these risks.
             Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
        of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a
        criminal offense.

                                                                                                           Total                           Total
                                                                             Per Unit                 Minimum Offering                Maximum Offering


        Public offering price                                          $                               $   5,000,000                  $    10,000,000
        Placement agents commissions                                   $                               $     400,000                  $       800,000
        Proceeds to us(1)                                              $                               $   4,600,000                  $     9,200,000


         (1) Before deducting expenses of this offering payable by us estimated to be approximately $550,000.

              We have agreed to pay our placement agents an aggregate commission of 8% of the price of each unit sold, and to
        reimburse certain expenses, up to $174,999. See “Plan of Distribution.” The placement agents are not required to sell any
        specific number of units or dollar amount of units but will use their best efforts to sell the units. Brokers or dealers effecting
        transactions in these shares should confirm that the units are registered under the applicable state law or that an exemption from
        registration is available.

             This offering will terminate on          , 2010, unless the offering is fully subscribed before that date or we decide to
        terminate the offering prior to that date. In either event, the offering may be closed without further notice to you. All costs
        associated with the registration will be borne by us.



                    Global Hunter Securities                                              Gilford Securities Incorporated
The date of this Prospectus is November , 2010
                                             TABLE OF CONTENTS


                                                                                                               Page


PROSPECTUS SUMMARY                                                                                                  1
SUMMARY FINANCIAL INFORMATION                                                                                       3
THE OFFERING                                                                                                        4
RISK FACTORS                                                                                                        5
FORWARD-LOOKING STATEMENTS                                                                                         14
USE OF PROCEEDS                                                                                                    15
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                              16
CAPITALIZATION                                                                                                     17
SELECTED FINANCIAL DATA                                                                                            18
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS                                                                                                       19
BUSINESS                                                                                                           28
DIRECTORS AND EXECUTIVE OFFICERS                                                                                   40
COMPENSATION DISCUSSION AND ANALYSIS                                                                               42
SUMMARY COMPENSATION TABLE                                                                                         50
GRANTS OF PLAN-BASED AWARDS                                                                                        50
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END                                                                       51
DIRECTOR COMPENSATION                                                                                              53
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                     54
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS                                               57
PLAN OF DISTRIBUTION                                                                                               59
DESCRIPTION OF CAPITAL STOCK AND UNIT WARRANTS                                                                     62
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
  LIABILITIES                                                                                                   65
WHERE YOU CAN FIND MORE INFORMATION                                                                             66
EXPERTS                                                                                                         66
LEGAL MATTERS                                                                                                   66
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                                                     F-1
 EX-1.1
 EX-4.1
 EX-10.20
 EX-10.21
 EX-10.22
 EX-10.23
 EX-23.1
 EX-23.2

    You should rely only on the information contained in this prospectus and in any accompanying prospectus
supplement. We have not authorized anyone to provide you with different information.

     We have not authorized anyone to make an offer of these shares of common stock in any jurisdiction where the
offer is not permitted.

    You should not assume that the information in this prospectus or prospectus is accurate as of any date other
than the date on the front of this prospectus.
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                                                              PROSPECTUS SUMMARY

                   This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information
             that you should consider before investing in our securities. Please read the entire prospectus carefully, including the section
             entitled “Risk Factors” and our consolidated financial statements and the related notes. We have not authorized anyone else
             to provide you with different information, and if you receive any unauthorized information you should not rely on it. The
             information appearing in this prospectus is accurate only as of its date. Our business, financial condition, results of
             operations and prospects may have changed since that date.

                    You should not invest unless you can afford to lose your entire investment.


                                                                   Company Overview

                  We are a biotechnology company dedicated to developing vaccines that prevent and fight human immunodeficiency
             virus (commonly known as HIV) infections that result in acquired immunodeficiency syndrome, also known as AIDS. We
             have preventative vaccines being evaluated in a Phase 2a human clinical trial in individuals who are not HIV infected and
             are currently enrolling prospective participants in a Phase 1 human therapeutic clinical trial in individuals who are HIV
             infected.

                  Our preventative vaccines are designed to prevent or control infection by HIV, reduce the rate of disease progression to
             AIDS and reduce the risk of HIV transmission. Our therapeutic vaccines target viral replication to reduce viral load in HIV
             infected individuals with a goal of reducing or eliminating the need for anti-HIV medications, and thereby reduce both the
             cost of treatment and the occurrence of detrimental side effects associated with current drug treatments.

                  Our vaccines are designed to function against the subtype, known as clade B, of the HIV virus that is most prevalent in
             the developed world. Our vaccines have been shown to induce antibodies and T cells (a type of white blood cell) in Phase 1
             human clinical trials. In non-human primate challenge models, the antibodies and T cells elicited by a simian prototype of
             our vaccine have been shown to protect against mucosal simian immunodeficiency virus infection, the non-human primate
             version of the HIV virus. Our goals include manufacturing and testing these vaccines consistent with guidelines issued by
             the United States Food and Drug Administration, or FDA, conducting human trials for vaccine safety and effectiveness, and
             obtaining regulatory approvals to advance the development and commercialization of our vaccines.

                  Our preventative vaccine is one of only five vaccine candidates out of more than 80 tested by the HIV Vaccine Trials
             Network, which we refer to as the HVTN, in Phase 1 human clinical trials to have progressed to Phase 2 testing. Based on
             current enrollment progress, we expect the Phase 2a clinical trial to be completed during 2011.

                  The Investigational New Drug, or IND, application to test our therapeutic vaccine in a Phase 1 human clinical trial is
             based on promising data from three pilot studies we conducted using therapeutic vaccination in simian immunodeficiency
             virus infected non-human primates. We expect the Phase 1 trial to begin generating vaccine safety and performance data
             during the first half of 2011, with trial completion in the 2012-2013 timeframe.

                  Our vaccine candidates incorporate two delivery components: a recombinant deoxyribonucleic acid, or DNA, and a
             recombinant poxvirus designated modified vaccinia Ankara, or MVA, which both deliver genes that encode inactivated
             HIV-derived proteins and provide them to the immune system. Both components are designed to support production of
             non-infectious virus-like particles in vaccinated individuals that prime and boost immune responses. When properly
             administered in series, our vaccine candidates induce strong T-cell and antibody responses in non-human primates against
             multiple HIV proteins.

                  Both the DNA and MVA vaccines contain sufficient HIV genes to support the production of non-infectious virus-like
             particles in vaccinated people which display forms of proteins that appear authentic to the immune system. When used
             together, the recombinant DNA component is used to prime immune responses which are boosted by administration of the
             recombinant MVA component. In certain settings, the recombinant


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             MVA alone may be sufficient for priming and boosting the immune responses. We are also testing use of the recombinant
             MVA component alone in our ongoing Phase 2a clinical trial.

                  Work on our vaccines began during the 1990s at Emory University in Atlanta, Georgia, under the direction of
             Dr. Harriet L. Robinson, who is now our Chief Scientific Officer. The vaccine technology was developed in collaboration
             with researchers at the United States National Institutes of Health, or the NIH, National Institute of Allergy and Infectious
             Disease, or the NIAID, and the United States Centers for Disease Control and Prevention, or the CDC. The technology
             developed at Emory University is exclusively licensed to us. We also have nonexclusive rights through our license to certain
             patents owned by the NIH and exclusive license rights to certain manufacturing process patents of MFD, Inc.

                   In 2005, a Phase 1 human clinical trial to test our preventative vaccine concluded successfully. After receiving “Safe to
             Proceed” status for a new IND by the FDA, a Phase 1 clinical trial combining low doses of the DNA vaccine with the MVA
             vaccine began in May 2006. An additional Phase 1 human clinical trial began in September 2006 to test full doses of the
             vaccines. In total, this Phase 1 testing included four clinical trial stages. The different clinical trial stages were designed to
             test various combinations and doses of our DNA and MVA vaccines in human volunteers for their ability to induce
             HIV-specific immune responses and to document safety. Successful results from all stages of the Phase 1 clinical trial
             supported the initiation of the first Phase 2 clinical trial which began in January 2009 and will ultimately involve
             300 participants at sites in the United States and South America.

                  We are also conducting pre-clinical research on the impact of adding adjuvants, which are immune system stimulants,
             to our vaccine components to see if this can improve the effectiveness of our vaccine candidates. This work is being funded
             by the NIH through an Integrated Pre-clinical/Clinical AIDS Vaccine Development Grant, or an IPCAVD grant, to GeoVax.
             Pre-clinical animal trials have been conducted with very encouraging results, and we plan to pursue a second clinical
             program for the development of the next generation of our HIV/AIDS vaccines. We have completed preliminary discussions
             with the FDA and plan to submit an Investigational New Drug (IND) application for this vaccine in early 2011, and intend to
             begin a Phase I human clinical trial by the middle of 2011.

                  All of the human clinical testing completed to date on our vaccines, except for the therapeutic trial, has been conducted
             by the HVTN using funding from the NIH. Separately, in September 2007, we received a five-year IPCAVD grant from the
             NIH. The total award of more than $18 million is limited to meritorious HIV/AIDS prevention vaccine programs and subject
             to annual renewal. The funds we are raising in this offering will be used for general corporate purposes and to expand and
             accelerate our ability to fund research and clinical trials in hopes of accelerating the date our preventative and therapeutic
             vaccines receive required regulatory approval for commercial distribution.


                   Our common stock is quoted on the OTC Bulletin Board under the symbol “GOVX.” On November 5, 2010, the last
             reported sale price for our common stock on the OTC Bulletin Board was $1.79 per share. We do not intend to apply for
             listing of the warrants on any securities exchange.

                 As used herein, “GeoVax,” the “Company,” “we,” “our,” and similar terms include GeoVax Labs, Inc., and its
             operating subsidiary, GeoVax, Inc., unless the context indicates otherwise.

                  We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at 1900 Lake
             Park Drive, Suite 380, Smyrna, Georgia 30080 (metropolitan Atlanta). Our telephone number is (678) 384-7220. The
             address of our website is www.geovax.com. Information on our website is not part of this prospectus.


                                                                          2
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                                                                SUMMARY FINANCIAL INFORMATION

                  The following summary financial data are derived from our consolidated financial statements. The historical results
             presented below are not necessarily indicative of the results to be expected for any future period. You should read the
             information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results
             of Operations,” and our consolidated financial statements and the related notes, beginning on page F-1 of this prospectus.


                                            Nine Months Ended
                                              September 30,                                                               Years Ended December 31,
             Statement of
             Operations
             Data                      2010                  2009                         2009                    2008                      2007              2006                  2005


             Total revenues
               (grant income)    $     4,239,017        $    3,271,506            $    3,668,195         $        2,910,170        $          237,004     $    852,905     $          670,467
             Net loss            $    (2,268,544 )      $   (2,440,977 )          $   (3,284,252 )       $       (3,728,187 )      $       (4,241,796 )   $   (584,166 )   $       (1,611,086 )
             Basic and diluted
               net loss per
               common
               share(1)          $            (0.14 )   $           (0.16 )       $          (0.22 )     $               (0.25 )   $            (0.30 )   $      (0.07 )   $            (0.26 )



                                                    September 30,                                                                  December 31,
             Balance
             Sheet
             Data:                              2010                2009                     2009                   2008                    2007               2006                 2005


             Total assets               $     2,992,798     $       4,274,906         $     4,315,597        $     3,056,241           $   3,246,404      $   2,396,330        $   1,685,218
             Redeemable convertible
               preferred stock          $               —   $                 —       $              —       $               —         $           —      $           —        $   1,016,555
             Total stockholders’
               equity (deficit)         $     2,145,779     $       3,926,132         $     3,744,232        $     2,709,819           $   2,647,866      $   2,203,216        $    (500,583 )



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                                                                   THE OFFERING

             Securities Offered                             From         to      units representing an aggregate price of $5,000,000 to
                                                            $10,000,000. Each unit will consist of one share of our common stock and a
                                                            warrant to purchase another share of our common stock.

             Number of Shares Outstanding Prior to          15,654,846 shares. (1)
             the Offering

             Number of Shares to be                         Minimum:                 shares (1)
             Outstanding After the Offering                 Maximum:                 shares (1)

             Description of Unit Warrants:                  The five-year callable warrants will have an exercise price of $   per share,
                                                            or 20% above the offering price of the units. See “Description of Capital
                                                            Stock and Unit Warrants.”

             Use of Proceeds                                To have vaccines manufactured for our clinical trials; to conduct a second
                                                            human clinical trial for the therapeutic use of our vaccine; toward conducting
                                                            a Phase 1 human clinical trial of an adjuvanted version of our vaccine, toward
                                                            conducting our planned Phase 2b human clinical trial for a preventative HIV
                                                            vaccine in the “at risk” population; and for working capital and general
                                                            corporate purposes.

             OTC Bulletin Board Symbol for Our              GOVX
             Common Stock

             Risk Factors                                   The securities offered by this prospectus are speculative and involve a high
                                                            degree of risk and investors purchasing securities should not purchase the
                                                            securities unless they can afford the loss of their entire investment. See “Risk
                                                            Factors” beginning on page 5.

                  (1) The number of shares of our common stock to be outstanding after this offering is based on the number of shares
             outstanding as of October 31, 2010, and excludes:

                    • 1,037,529 shares of common stock reserved for future issuance under our equity incentive plans. As of October 31,
                      2010, there were options to purchase 1,035,356 shares of our common stock outstanding under our equity incentive
                      plans with a weighted average exercise price of $5.66 per share;

                    • 907,594 shares of common stock issuable upon exercise of currently outstanding warrants as of October 31, 2010,
                      with exercise prices ranging from $7.00 per share to $16.50 per share; and

                    • From         to       shares of common stock that will be issuable upon exercise of the unit warrants at an exercise
                      price of $    per share (20% above the offering price per unit) sold as part of the units in this offering.


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                                                                RISK FACTORS

              You should carefully consider the risks, uncertainties and other factors described below before you decide whether to
         buy units. Any of the factors could materially and adversely affect our business, financial condition, operating results and
         prospects and could negatively impact the market price of our securities. Also, you should be aware that the risks and
         uncertainties described below are not the only ones we face. Additional risks and uncertainties, of which we are not yet
         aware, or that we currently consider to be immaterial, may also impair our business operations. You should also refer to the
         other information contained in this prospectus, including our financial statements and the related notes.


         Risks Related to Our Financial Results and Need for Additional Financing

            We have a history of operating losses, and we expect losses to continue for the foreseeable future.

               We have had no product revenue to date and there can be no assurance that we will ever generate any product revenue.
         We have experienced operating losses since we began operations in 2001. As of September 30, 2010, we had an
         accumulated deficit of approximately $19.8 million. We expect to incur additional operating losses and expect cumulative
         losses to increase as our research and development, pre-clinical, clinical, manufacturing and marketing efforts expand. Our
         ability to generate revenue and achieve profitability depends on our ability to successfully complete the development of our
         product candidates, conduct pre-clinical tests and clinical trials, obtain the necessary regulatory approvals, and manufacture
         and market the resulting products. Unless we are able to successfully meet these challenges, we will not be profitable and
         may not remain in business.


            Our business will require continued funding. If we do not receive adequate funding, we will not be able to continue our
            operations.

               To date, we have financed our operations principally through the private placement of equity securities and through
         NIH grants. We will require substantial additional financing at various intervals for our operations, including clinical trials,
         operating expenses, intellectual property protection and enforcement, for pursuit of regulatory approvals, and for establishing
         or contracting out manufacturing, marketing and sales functions. There is no assurance that such additional funding will be
         available on terms acceptable to us or at all. If we are not able to secure the significant funding that is required to maintain
         and continue our operations at current levels, or at levels that may be required in the future, we may be required to delay
         clinical studies or clinical trials, curtail operations, or obtain funds through collaborative arrangements that may require us to
         relinquish rights to some of our products or potential markets.

              The costs of conducting all of our human clinical trials to date have been borne by the HVTN, funded by the NIH, with
         GeoVax incurring costs associated with manufacturing the clinical vaccine supplies and other study support. This includes
         the cost of conducting the ongoing Phase 2a human clinical study of our preventative vaccine. We cannot predict the level of
         support we will receive from the HVTN or the NIH for any additional clinical trials. We are currently not receiving any
         governmental support for our Phase 1 therapeutic vaccine human clinical trial.

               Our operations are also partially supported by the IPCAVD grant awarded to us to support our HIV/AIDS vaccine
         program. The project period for the grant, which is renewable annually, covers a five year period which commenced October
         2007. The most recent annual award under the grant is for the period from September 1, 2010 through August 31, 2011 in
         the amount of $3.7 million. We intend to pursue additional grants from the federal government. However, as we progress to
         the later stages of our vaccine development activities, government financial support may be more difficult to obtain, or may
         not be available at all. Therefore, it will be necessary for us to look to other sources of funding in order to finance our
         development activities.

              We believe that our current working capital, combined with proceeds from the IPCAVD grant awarded from the NIH,
         and without consideration given to net proceeds from this offering will be sufficient to support our planned level of
         operations into the first quarter of 2011, with no changes to our current business plan.


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         Assuming the minimum amount of units is sold, we expect to have sufficient funding to support our planned operations
         through at least the first quarter of 2012. Assuming the maximum amount of units is sold, we expect to have sufficient
         funding to support our planned and expanded operations at least through the end of 2012. Should the financing we require to
         sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could have
         a material adverse effect on our business, operating results, financial condition and prospects.


            The current economic downturn may adversely impact our ability to raise capital.

               The recession and adverse conditions in the national and global markets may negatively affect both our ability to raise
         capital and our operations in the future. The volatile equity markets and adverse credit markets may make it difficult for us
         to raise capital or procure credit in the future to fund the growth of our business, which could have a negative impact on our
         business and results of operations.


         Risks Related to Development and Commercialization of Product Candidates and Dependence on Third Parties

            Our products are still being developed and are unproven. These products may not be successful.

              To become profitable, we must generate revenue through sales of our products. However our products are in varying
         stages of development and testing. Our products have not been proven in human clinical trials and have not been approved
         by any government agency for sale. If we cannot successfully develop and prove our products and processes, or if we do not
         develop other sources of revenue, we will not become profitable and at some point we would discontinue operations.


            Whether we are successful will be dependent, in part, upon the leadership provided by our management. If we were to
            lose the services of any of these individuals, our business and operations may be adversely affected. Further, we may
            not carry key man insurance on our executive officers or directors.

              Whether our business will be successful will be dependent, in part, upon the leadership provided by our officers,
         particularly our President and Chief Executive Officer and our Chief Scientific Officer. The loss of the services of these
         individuals may have an adverse effect on our operations. Although we carry some key man insurance on Dr. Harriet L.
         Robinson, the amount of such coverage may not be sufficient to offset any adverse economic effects on our operations and
         we do not carry key man insurance on any of our other executive officers or directors. Further, our employees, including our
         executive officers and directors, are not subject to any covenants not to compete against the Company, and our business
         could be adversely affected if any of our employees or directors engaged in an enterprise competitive with the Company.


            Regulatory and legal uncertainties could result in significant costs or otherwise harm our business.

               To manufacture and sell our products, we must comply with extensive domestic and international regulation. In order to
         sell our products in the United States, approval from the FDA is required. Satisfaction of regulatory requirements, including
         FDA requirements, typically takes many years, and if approval is obtained at all, it is dependent upon the type, complexity
         and novelty of the product, and requires the expenditure of substantial resources. We cannot predict whether our products
         will be approved by the FDA. Even if they are approved, we cannot predict the time frame for approval. Foreign regulatory
         requirements differ from jurisdiction to jurisdiction and may, in some cases, be more stringent or difficult to meet than FDA
         requirements. As with the FDA, we cannot predict if or when we may obtain these regulatory approvals. If we cannot
         demonstrate that our products can be used safely and successfully in a broad segment of the patient population on a
         long-term basis, our products would likely be denied approval by the FDA and the regulatory agencies of foreign
         governments.


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            We will face intense competition and rapid technological change that could result in products that are superior to the
            products we will be commercializing or developing.

              The market for vaccines that protect against or treat HIV/AIDS is intensely competitive and is subject to rapid and
         significant technological change. We will have numerous competitors in the United States and abroad, including, among
         others, large companies with substantially greater resources than us. These competitors may develop technologies and
         products that are more effective or less costly than any of our future technology or products or that could render our
         technology or products obsolete or noncompetitive. If our technology or products are not competitive, we may not be able to
         remain in business.


            Our product candidates are based on new medical technology and, consequently, are inherently risky. Concerns about
            the safety and efficacy of our products could limit our future success.

              We are subject to the risks of failure inherent in the development of product candidates based on new medical
         technologies. These risks include the possibility that the products we create will not be effective, that our product candidates
         will be unsafe or otherwise fail to receive the necessary regulatory approvals, and that our product candidates will be hard to
         manufacture on a large scale or will be uneconomical to market.

              Many pharmaceutical products cause multiple potential complications and side effects, not all of which can be predicted
         with accuracy and many of which may vary from patient to patient. Long term follow-up data may reveal additional
         complications associated with our products. The responses of potential physicians and others to information about
         complications could materially affect the market acceptance of our products, which in turn would materially harm our
         business.


            We may experience delays in our clinical trials that could adversely affect our financial results and our commercial
            prospects.

              We do not know whether planned clinical trials will begin on time or whether we will complete any of our clinical trials
         on schedule, if at all. Product development costs will increase if we have delays in testing or approvals or if we need to
         perform more or larger clinical trials than planned. Significant delays may adversely affect our financial results and the
         commercial prospects for our products, and delay our ability to become profitable.

              We rely heavily on the HVTN, independent clinical investigators, and other third party service providers for successful
         execution of our clinical trials, but do not control many aspects of their activities. We are responsible for ensuring that each
         of our clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. Moreover,
         the FDA requires us to comply with standards, commonly referred to as Good Clinical Practices, for conducting, recording,
         and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights,
         integrity and confidentiality of trial participants are protected. Our reliance on third parties that we do not control does not
         relieve us of these responsibilities and requirements. Third parties may not complete activities on schedule, or may not
         conduct our clinical trials in accordance with regulatory requirements or our stated protocols. The failure of these third
         parties to carry out their obligations could delay or prevent the development, approval and commercialization of our product
         candidates.


            Failure to obtain timely regulatory approvals required to exploit the commercial potential of our products could
            increase our future development costs or impair our future sales.

               None of our vaccines are approved by the FDA for sale in the United States or by other regulatory authorities for sale in
         foreign countries. To exploit the commercial potential of our technologies, we are conducting and planning to conduct
         additional pre-clinical studies and clinical trials. This process is expensive and can require a significant amount of time.
         Failure can occur at any stage of testing, even if the results are favorable. Failure to adequately demonstrate safety and
         efficacy in clinical trials could delay or preclude regulatory approval and restrict our ability to commercialize our technology
         or products. Any such failure may severely harm our business. In addition, any approvals we obtain may not cover all of the
         clinical indications for which approval is sought, or may contain significant limitations in the form of narrow indications,


                                                                          7
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         warnings, precautions or contraindications with respect to conditions of use, or in the form of onerous risk management
         plans, restrictions on distribution, or post-approval study requirements.


            State pharmaceutical marketing compliance and reporting requirements may expose us to regulatory and legal action
            by state governments or other government authorities.

               In recent years, several states have enacted legislation requiring pharmaceutical companies to establish marketing
         compliance programs and file periodic reports on sales, marketing, pricing and other activities. Similar legislation is being
         considered in other states. Many of these requirements are new and uncertain, and available guidance is limited. Unless we
         are in full compliance with these laws, we could face enforcement action and fines and other penalties and could receive
         adverse publicity, all of which could harm our business.


            We may be subject to new federal and state legislation to submit information on our open and completed clinical trials
            to public registries and databases.

               In 1997, a public registry of open clinical trials involving drugs intended to treat serious or life-threatening diseases or
         conditions was established under the FDA Modernization Act, or the FDMA, to promote public awareness of and access to
         these clinical trials. Under the FDMA, pharmaceutical manufacturers and other trial sponsors are required to post the general
         purpose of these trials, as well as the eligibility criteria, location and contact information of the trials. Since the
         establishment of this registry, there has been significant public debate focused on broadening the types of trials included in
         this or other registries, as well as providing for public access to clinical trial results. A voluntary coalition of medical journal
         editors has adopted a resolution to publish results only from those trials that have been registered with a no-cost, publicly
         accessible database, such as www.clinicaltrials.gov. Federal legislation was introduced in the fall of 2004 to expand
         www.clinicaltrials.gov and to require the inclusion of trial results in this registry. The Pharmaceutical Research and
         Manufacturers of America also issued voluntary principles for its members to make results from certain clinical trials
         publicly available and established a website for this purpose. Other groups have adopted or are considering similar proposals
         for clinical trial registration and the posting of clinical trial results. Failure to comply with any clinical trial posting
         requirements could expose us to negative publicity, fines and other penalties, all of which could materially harm our
         business.


            We will face uncertainty related to pricing and reimbursement and health care reform.

              In both domestic and foreign markets, sales of our products will depend in part on the availability of reimbursement
         from third-party payers such as government health administration authorities, private health insurers, health maintenance
         organizations and other health care-related organizations. Reimbursement by such payers is presently undergoing reform and
         there is significant uncertainty at this time how this will affect sales of certain pharmaceutical products.

               Medicare, Medicaid and other governmental healthcare programs govern drug coverage and reimbursement levels in
         the United States. Federal law requires all pharmaceutical manufacturers to rebate a percentage of their revenue arising from
         Medicaid-reimbursed drug sales to individual states. Generic drug manufacturers’ agreements with federal and state
         governments provide that the manufacturer will remit to each state Medicaid agency, on a quarterly basis, 11% of the
         average manufacturer price for generic products marketed and sold under abbreviated new drug applications covered by the
         state’s Medicaid program. For proprietary products, which are marketed and sold under new drug applications,
         manufacturers are required to rebate the greater of (a) 15.1% of the average manufacturer price or (b) the difference between
         the average manufacturer price and the lowest manufacturer price for products sold during a specified period.

              Both the federal and state governments in the United States, and foreign governments, continue to propose and pass
         new legislation, rules and regulations designed to contain or reduce the cost of health care. Existing regulations that affect
         the price of pharmaceutical and other medical products may also change before any of our products are approved for
         marketing. Cost control initiatives could decrease the price that we receive for any product developed in the future. In
         addition, third-party payers are increasingly challenging the price and cost-effectiveness of medical products and services
         and litigation has been filed against a number of


                                                                          8
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         pharmaceutical companies in relation to these issues. Additionally, some uncertainty may exist as to the reimbursement
         status of newly approved injectable pharmaceutical products. Our products may not be considered cost-effective or adequate
         third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an adequate return
         on our investment.


            We may not be successful in establishing collaborations for product candidates we may seek to commercialize, which
            could adversely affect our ability to discover, develop, and commercialize products.

              We expect to seek collaborations for the development and commercialization of product candidates in the future. The
         timing and terms of any collaboration will depend on the evaluation by prospective collaborators of the clinical trial results
         and other aspects of our vaccine’s safety and efficacy profile. If we are unable to reach agreements with suitable
         collaborators for any product candidate, we will be forced to fund the entire development and commercialization of such
         product candidates, ourselves, and we may not have the resources to do so. If resource constraints require us to enter into a
         collaboration agreement early in the development of a product candidate, we may be forced to accept a more limited share of
         any revenues this product may eventually generate. We face significant competition in seeking appropriate collaborators.
         Moreover, these collaboration arrangements are complex and time-consuming to negotiate and document. We may not be
         successful in our efforts to establish collaborations or other alternative arrangements for any product candidate. Even if we
         are successful in establishing collaborations, we may not be able to ensure fulfillment by collaborators of their obligations or
         our expectations.


            We do not have manufacturing, sales or marketing experience and our lack of experience may restrict our success in
            commercializing our product candidates.

               We do not have experience in manufacturing, marketing, or selling vaccines. We may be unable to establish satisfactory
         arrangements for manufacturing, marketing, sales, and distribution capabilities necessary to commercialize and gain market
         acceptance for our products. To obtain the expertise necessary to successfully manufacture, market, and sell our vaccines, we
         will require the development of our own commercial infrastructure and/or collaborative commercial arrangements and
         partnerships. Our ability to make that investment and also execute our current operating plan is dependent on numerous
         factors, including, the performance of third party collaborators with whom we may contract. Accordingly, we may not have
         sufficient funds to successfully commercialize our vaccines in the United States or elsewhere.

             Furthermore, our products may not gain market acceptance among physicians, patients, healthcare payers and the
         medical community. Significant factors in determining whether we will be able to compete successfully include:

               • the efficacy and safety of our vaccines;

               • the time and scope of regulatory approval;

               • reimbursement coverage from insurance companies and others;

               • the price and cost-effectiveness of our products; and

               • the ability to maintain patent protection.


            We may be required to defend lawsuits or pay damages for product liability claims.

               Product liability is a major risk in testing and marketing biotechnology and pharmaceutical products. We may face
         substantial product liability exposure in human clinical trials and for products that we sell after regulatory approval. We
         carry product liability insurance and we expect to continue such policies. However, product liability claims, regardless of
         their merits, could exceed policy limits, divert management’s attention, and adversely affect our reputation and the demand
         for our products.


                                                                         9
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         Risks Related to Our Intellectual Property

            We could lose our license rights to our important intellectual property if we do not fulfill our contractual obligations to
            our licensors.

               Our rights to significant parts of the technology we use in our vaccines are licensed from third parties and are subject to
         termination if we do not fulfill our contractual obligations to our licensors. Termination of intellectual property rights under
         any of our license agreements could adversely impact our ability to produce or protect our vaccines. Our obligations under
         our license agreements include requirements that we make milestone payments to our licensors upon the achievement of
         clinical development and regulatory approval milestones, royalties as we sell commercial products, and reimbursement of
         patent filing and maintenance expenses. Should we become bankrupt or otherwise unable to fulfill our contractual
         obligations, our licensors could terminate our rights to critical technology that we rely upon.


            Other parties may claim that we infringe their intellectual property or proprietary rights, which could cause us to incur
            significant expenses or prevent us from selling products.

               Our success will depend in part on our ability to operate without infringing the patents and proprietary rights of third
         parties. The manufacture, use and sale of new products have been subject to substantial patent rights litigation in the
         pharmaceutical industry. These lawsuits generally relate to the validity and infringement of patents or proprietary rights of
         third parties. Infringement litigation is prevalent with respect to generic versions of products for which the patent covering
         the brand name product is expiring, particularly since many companies that market generic products focus their development
         efforts on products with expiring patents. Pharmaceutical companies, biotechnology companies, universities, research
         institutions or other third parties may have filed patent applications or may have been granted patents that cover aspects of
         our products or our licensors’ products, product candidates or other technologies.

               Future or existing patents issued to third parties may contain patent claims that conflict with our products. We expect to
         be subject to infringement claims from time to time in the ordinary course of business, and third parties could assert
         infringement claims against us in the future with respect to our current products or with respect to products that we may
         develop or license. Litigation or interference proceedings could force us to:

               • stop or delay selling, manufacturing or using products that incorporate, or are made using, the challenged
                 intellectual property;

               • pay damages; or

               • enter into licensing or royalty agreements that may not be available on acceptable terms, if at all.

              Any litigation or interference proceedings, regardless of their outcome, would likely delay the regulatory approval
         process, be costly and require significant time and attention of our key management and technical personnel.


            Any inability to protect intellectual property rights in the United States and foreign countries could limit our ability to
            manufacture or sell products.

              We will rely on trade secrets, unpatented proprietary know-how, continuing technological innovation and, in some
         cases, patent protection to preserve our competitive position. Our patents and licensed patent rights may be challenged,
         invalidated, infringed or circumvented, and the rights granted in those patents may not provide proprietary protection or
         competitive advantages to us. We and our licensors may not be able to develop patentable products. Even if patent claims are
         allowed, the claims may not issue, or in the event of issuance, may not be sufficient to protect the technology owned by or
         licensed to us. If patents containing competitive or conflicting claims are issued to third parties, we may be prevented from
         commercializing the products covered by such patents, or may be required to obtain or develop alternate technology. In
         addition, other parties may duplicate, design around or independently develop similar or alternative technologies.

            We may not be able to prevent third parties from infringing or using our intellectual property, and the parties from
         whom we may license intellectual property may not be able to prevent third parties from


                                                                        10
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         infringing or using the licensed intellectual property. We generally will attempt to control and limit access to, and the
         distribution of, our product documentation and other proprietary information. Despite efforts to protect this proprietary
         information, unauthorized parties may obtain and use information that we may regard as proprietary. Other parties may
         independently develop similar know-how or may even obtain access to these technologies.

              The laws of some foreign countries do not protect proprietary information to the same extent as the laws of the United
         States, and many companies have encountered significant problems and costs in protecting their proprietary information in
         these foreign countries.

               Neither the U.S. Patent and Trademark Office nor the courts have established a consistent policy regarding the breadth
         of claims allowed in pharmaceutical patents. The allowance of broader claims may increase the incidence and cost of patent
         interference proceedings and the risk of infringement litigation. On the other hand, the allowance of narrower claims may
         limit the value of our proprietary rights.


         Risks Related to This Offering and Our Securities

            We will have broad discretion over the use of the net proceeds from this offering.

              We intend to use the proceeds as described in “Use of Proceeds.” However, the allocation of proceeds will depend in
         part upon how much money we raise and future developments in our business. Our judgment as to such allocations may not
         result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial, or
         other information upon which we base our decisions.


            Future sales by our stockholders may adversely affect our stock price and our ability to raise funds in new stock
            offerings.

               Sales of substantial amounts of our common stock in the public market following this offering, or the perception that
         these sales could occur, could cause the market price of our common stock to decline. These sales could also make it more
         difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Most of
         the outstanding shares held by our affiliates will be eligible for sale upon the expiration of lock-up agreements 180 days after
         the date of this prospectus, subject in some cases to volume and other restrictions of Rule 144 under the Securities Act. The
         lock-up period may be extended in certain cases for up to 18 additional days.


            There is no public market for the warrants to purchase common stock being offered in this offering.

              There is no established public trading market for the warrants being offered in this offering, and we do not expect a
         market to develop. In addition, we do not intend to apply for listing the warrants on any securities exchange. Without an
         active market, the liquidity of the warrants will be limited.

              If the registration statement covering the shares issuable upon exercise of the warrants contained in the units is no
         longer effective, the shares issuable upon exercise of the warrants will be issued with restrictive legends unless such shares
         are eligible for sale under Rule 144.


            There is no firm commitment to purchase units, and there can be no assurance we will sell the minimum amount of
            units.

               The Company is offering the units through the placement agents on a “best efforts” minimum/maximum basis. The
         placement agents have made no commitment to purchase any units offered hereby. Consequently, there can be no assurance
         that the units offered hereby will be sold. In the event that the minimum number of units offered hereby is not sold within
         thirty days of the date of this prospectus, all proceeds received will be refunded in full to investors without interest or
         deduction. Therefore, investors subscribing to purchase the units offered hereby may lose the use of their funds for the
         escrow period of up to thirty days.


                                                                       11
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            Investors in this offering will experience immediate and substantial dilution and may experience additional dilution in
            the future.

              Investors in this offering will incur immediate and substantial dilution as a result of this offering. After giving effect to
         the sale by us of all of units offered in this offering at a public offering price of $ per unit, and after deducting placement
         agent commissions and estimated offering expenses payable by us, our net tangible book value per share, as of
         September 30, 2010, would have been $ , representing an immediate dilution of $             per share, or %, of the public
         offering price, assuming no exercise of the warrants. In addition, in the past, we issued options and warrants to acquire
         shares of common stock. To the extent these options and warrants are ultimately exercised at prices below the then-current
         market value, investors in this offering will sustain future dilution.


            The market price of our common stock is highly volatile.

              The market price of our common stock has been, and is expected to continue to be, highly volatile. Certain factors,
         including announcements of new developments by us or other companies, regulatory matters, new or existing medicines or
         procedures, concerns about our financial position, operating results, litigation, government regulation, developments or
         disputes relating to agreements, patents or proprietary rights, may have a significant impact on the market price of our stock.
         In addition, potential dilutive effects of future sales of shares of common stock by our stockholders and by us, including
         those sold pursuant to this prospectus, and subsequent sales of common stock by the holders of warrants and options could
         have an adverse effect on the market price of our shares.


            Our common stock does not have a vigorous trading market and you may not be able to sell your securities when
            desired.

             We have a limited active public market for our common shares. A more active public market, allowing you to sell large
         quantities of our common stock, may never develop. Consequently, you may not be able to liquidate your investment in the
         event of an emergency or for any other reason.


            We have never paid dividends and have no plans to do so.

              Holders of shares of our common stock are entitled to receive such dividends as may be declared by our Board of
         Directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash
         dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for
         operations of our business. Therefore, any potential return investors in our common stock may have will be in the form of
         appreciation, if any, in the market value of their shares of common stock.


            If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial
            results or prevent fraud.

              We are subject to reporting obligations under the United States securities laws. The Securities and Exchange
         Commission, or the SEC, as required by the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to
         include a management report on such company’s internal controls over financial reporting in its annual report. Effective
         internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a
         result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of
         investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of
         our stock.


            If we fail to remain current in our reporting requirements, our securities could be removed from the OTC
            Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to
            sell their securities in the secondary market.

             United States companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the
         Exchange Act, and must be current in their reports under Section 13. If we fail to remain current on our


                                                                         12
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         reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our
         securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of
         stockholders to sell their securities in the secondary market.


            We may need additional capital, and the sale of additional shares or other equity securities could result in additional
            dilution to our stockholders.

               We believe that our current cash and cash equivalents, anticipated cash flow from operations and the net proceeds from
         this financing will be sufficient to meet our anticipated cash needs through 2012. We may, however, require additional cash
         resources. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity securities
         or borrow money. The sale of additional equity securities could result in additional dilution to our stockholders. The
         incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that
         would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us,
         if at all.


            Our directors and executive officers beneficially own a significant amount of our common stock and will be able to
            exercise significant influence on matters requiring stockholder approval.

               Our directors and executive officers collectively beneficially own approximately 18.3% of our common stock as of
         October 31, 2010. After the offering and assuming all units offered hereby are sold, our directors and executive officers will
         collectively beneficially own approximately % of our common stock. Consequently, our directors and executive officers
         as a group will continue to be able to exert significant influence over the election of directors and the outcome of most
         corporate actions requiring stockholder approval and our business, which may have the effect of delaying or precluding a
         third party from acquiring control of us. Furthermore, Emory University beneficially owns 29.5% of our common stock as of
         October 31, 2010, and will beneficially own approximately % if all units offered hereby are sold. If our directors and
         executive officers move to act in concert with Emory University, their ability to influence stockholder actions will be even
         more significant.


            Certain provisions of our certificate of incorporation may make it more difficult for a third party to effect a change in
            control.

              Our certificate of incorporation authorizes our Board of Directors to issue up to 10,000,000 shares of preferred stock.
         The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by
         our Board of Directors without further action by the stockholders. These terms may include voting rights including the right
         to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and
         sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and
         therefore could reduce the value of our common stock. In addition, specific rights granted to future holders of preferred stock
         could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our Board of Directors to
         issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a
         change-in-control, which in turn could prevent the stockholders from recognizing a gain in the event that a favorable offer is
         extended and could materially and negatively affect the market price of our common stock.


                                                                         13
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                                                  FORWARD-LOOKING STATEMENTS

              The information contained in this prospectus, includes forward-looking statements as defined in the Private Securities
         Reform Act of 1995. These forward-looking statements are often identified by words such as “may,” “will,” “expect,”
         “intend,” “anticipate,” “believe,” “estimate,” “continue,” “plan,” their negatives, and similar expressions, although not all
         forward-looking statements contain these identifying words. These statements involve estimates, assumptions and
         uncertainties that could cause actual results to differ materially from those expressed for the reasons described in this
         prospectus. You should not place undue reliance on these forward-looking statements.

               The forward-looking statements contained in this prospectus are based on our expectations, which reflect estimates and
         assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently
         known industry developments, our scientific work, contractual arrangements, and other factors. Although we believe such
         estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties
         that are beyond our control. In addition, our assumptions about future events may prove to be inaccurate. We caution all
         readers that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we
         cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur.
         Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors
         listed in the “Risk Factors” section and elsewhere in this prospectus. All forward-looking statements speak only as of the
         date of this prospectus. We do not intend to publicly update or revise any forward-looking statements as a result of new
         information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to
         us, or persons acting on our behalf. The risks, contingencies and uncertainties relate to, among other matters, the following:
         our history of operating losses, our need for continued funding, the development stage of our vaccines, regulatory and legal
         uncertainties, competition, the difficulty of obtaining timely regulatory approvals, uncertainty as to third party
         reimbursements, the impact of healthcare reform, difficulties related to our intellectual property, and other factors discussed
         under “Risk Factors.”

              Other factors besides those described in this prospectus and any prospectus supplement could also affect our actual
         results. These forward-looking statements are largely based on our expectations and beliefs concerning future events, which
         reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment
         based on currently known market conditions and other factors relating to our operations and business environment, all of
         which are difficult to predict and many of which are beyond our control.


                                                                       14
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                                                               USE OF PROCEEDS

              We estimate that the net proceeds, after commissions of 8% and after expenses estimated at $550,000, from the sale of
         the units will be approximately $4.1 million assuming that we sell the minimum number of such units, and $8.7 million
         assuming we sell the maximum number of such units we are offering pursuant to this prospectus. We will retain broad
         discretion over the use of the net proceeds to us from any sale of the units under this prospectus.


                                 SOURCES
                                   AND
                                   USES                                MINIMUM OFFERING                  MAXIMUM OFFERING


         Sources:
                                                                                              )                                    )
           Gross Proceeds                                          $   5,000,000       (100.0 %     $   10,000,000          (100.0 %
         Uses:
                                                                                                )                                   )
            Commissions                                            $    400,000            (8.0 %   $       800,000            (8.0 %
                                                                                                )                                   )
            Offering expenses, other than commissions              $    550,000           (11.0 %   $       550,000            (5.5 %
                                                                                                )                                   )
            Manufacture vaccine for clinical trials                $   1,500,000          (30.0 %   $     1,500,000           (15.0 %
            Phase 1/2 clinical trials for therapeutic use of our                                )                                   )
              HIV vaccine                                          $   1,000,000          (20.0 %   $     1,500,000           (15.0 %
            Phase 2b clinical trial for preventative use of our                                 )                                   )
              HIV vaccine                                          $         —             (0.0 %   $     2,500,000           (25.0 %
            Phase 1 clinical trial for preventative use of our                                  )                                   )
              HIV adjuvanted vaccine                               $   1,000,000          (20.0 %   $     2,500,000           (25.0 %
                                                                                                )                                   )
            Working capital and general corporate purposes         $    550,000           (11.0 %   $       650,000            (6.5 %
                                                                                              )                                    )
               TOTAL                                               $   5,000,000       (100.0 %     $   10,000,000            (100 %


              We plan to apply the proceeds in approximately the order listed above. However, as our business develops, the amount
         to be allocated to particular uses may change. For example, if a clinical trial is extended or terminated, then a greater or
         lesser amount of funds will be required.

              We may receive proceeds from the exercise of warrants included within the units sold pursuant to this offering. Since
         the warrants may or may not be exercised and, if exercised, may be exercised in whole or in part using a cashless exercise
         mechanism, we cannot predict the amount or timing of sums we may receive as a result of any warrant exercises.


                                                                        15
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                                          MARKET FOR REGISTRANT’S COMMON EQUITY
                                            AND RELATED STOCKHOLDER MATTERS


         Market Information

              Our common stock is currently traded on the OTC Bulletin Board market under the symbol “GOVX.” The following
         table sets forth the high and low bid prices for our common stock for the periods indicated. The prices represent quotations
         between dealers and do not include retail mark-up, markdown, or commission, and do not necessarily represent actual
         transactions:


                                                                                                                 High            Low


         2010
           Fourth Quarter (through November 5, 2010)                                                         $    2.18       $   1.52
           Third Quarter                                                                                     $    3.35       $   1.52
           Second Quarter                                                                                    $    6.50       $   2.25
           First Quarter                                                                                     $    9.00       $   5.00
         2009
           Fourth Quarter                                                                                    $   12.50       $   7.00
           Third Quarter                                                                                     $   16.50       $   6.00
           Second Quarter                                                                                    $   19.00       $   5.00
           First Quarter                                                                                     $   10.00       $   4.50
         2008
           Fourth Quarter                                                                                    $ 10.00         $   4.50
           Third Quarter                                                                                     $ 10.00         $   6.50
           Second Quarter                                                                                    $ 14.50         $   6.00
           First Quarter                                                                                     $ 9.50          $   5.50


         Holders

              On October 31, 2010, there were approximately 1,200 holders of record of our common stock. The number of record
         holders does not reflect the number of beneficial owners of our common stock for whom shares are held by brokerage firms
         and other institutions.


         Dividends

               We have not paid any dividends since our inception and do not contemplate paying dividends in the foreseeable future.


                                                                       16
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                                                              CAPITALIZATION

               The following table sets forth our capitalization as of September 30, 2010:

               • on an actual basis; and

               • on a pro forma as adjusted basis giving effect to the sale of units, each of which will include one share of common
                 stock, in this offering at an assumed public offering price of $     per unit, after deducting the estimated
                 commissions and estimated offering expenses payable by us, and application of net proceeds.


                                                                                                                Pro Forma
                                                                                                              as Adjusted(1)
                                                                                                   Minimum                     Maximum
                                                                              Actual               Offering                    Offering


         Common stock, $0.001 par value 40,000,000 shares
           authorized, 15,654,846 shares outstanding at
           September 30, 2010,         shares outstanding if the
           minimum number of units is sold,         shares
           outstanding if the maximum number of units is sold           $         15,655      $                 —       $                 —
         Preferred stock, $0.001 par value, 10,000,000 shares
           authorized, none outstanding                                 $             —       $                 —       $               —
         Additional paid-in-capital                                     $     21,936,516      $                         $               —
         Deficit accumulated during the development stage               $    (19,806,392 )    $     (19,806,392 )       $      (19,806,392 )
         Total Stockholders’ Equity                                     $      2,145,779      $                 —       $                 —




           (1) These columns do not reflect the issuance or exercise of any warrants included within the units sold as part of this
               offering.


                                                                       17
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                                                            SELECTED FINANCIAL DATA

              The following selected financial data are derived from our consolidated financial statements. The historical results
         presented below are not necessarily indicative of the results to be expected for any future period. You should read the
         information set forth below in conjunction with the information contained in Management’s Discussion and Analysis of
         Financial Condition and Results of Operations, and our consolidated financial statements and the related notes, beginning on
         page F-1 of this prospectus.


                                      Nine Months Ended
             Statement of               September 30,                                                       Years Ended December 31,
             Operations
             Data                   2010                2009                  2009                   2008                   2007              2006                  2005


             Total
               revenues
               (grant
               income)       $      4,239,017      $    3,271,506     $    3,668,195        $        2,910,170     $          237,004     $    852,905     $          670,467
             Net loss        $     (2,268,544 )    $   (2,440,977 )   $   (3,284,252 )      $       (3,728,187 )   $       (4,241,796 )   $   (584,166 )   $       (1,611,086 )
             Basic and
               diluted net
               loss per
               common
               share(1)      $           (0.14 )   $        (0.16 )   $          (0.22 )    $            (0.25 )   $            (0.30 )   $      (0.07 )   $            (0.26 )



                                               September 30,                                                       December 31,
             Balance
             Sheet
             Data:                          2010               2009              2009                  2008                  2007              2006                  2005


             Total assets            $     2,992,798   $    4,274,906     $     4,315,597       $     3,056,241        $   3,246,404      $   2,396,330        $   1,685,218
             Redeemable
               convertible
               preferred stock       $             —   $              —   $             —       $              —       $            —     $           —        $   1,016,555
             Total stockholders’
               equity (deficit)      $     2,145,779   $    3,926,132     $     3,744,232       $     2,709,819        $   2,647,866      $   2,203,216        $    (500,583 )


                                                                                18
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                                        MANAGEMENT’S DISCUSSION AND ANALYSIS OF
                                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              The following discussion and analysis of our financial condition and results of operations should be read together with
         the discussion under “Selected Financial Data” and our consolidated financial statements included in this prospectus
         beginning at page F-1. This discussion contains forward-looking statements that involve risks and uncertainties because
         they are based on current expectations and relate to future events and our future financial performance. Our actual results
         may differ materially from those anticipated in these forward-looking statements as a result of many important factors,
         including those set forth under “Risk Factors” and elsewhere in this prospectus.


         Overview

              GeoVax, a biotechnology company, focuses on developing vaccines to protect against or to treat diseases caused by
         HIV. We have exclusively licensed vaccine technology from Emory University that was developed at Emory University in
         collaboration with the NIH and the CDC.

              Our major ongoing research and development programs are focused on the clinical development of our DNA and MVA
         vaccines designed for use together in a prime-boost system for the prevention and/or treatment of HIV/AIDS. We are
         developing two clinical pathways for our vaccine candidates — (i) as a preventative vaccine to prevent or control infection
         of individuals who are exposed to the HIV virus, and (ii) as a therapeutic vaccine to prevent development of AIDS in those
         individuals who have already been infected with the HIV virus.

              Our HIV vaccine candidates have successfully completed pre-clinical efficacy testing in non-human primates and our
         preventative HIV vaccine candidate has completed Phase 1 clinical testing trials in humans.

              Our lead preventative vaccine candidate is currently in a Phase 2a clinical trial, being conducted by the HIV Vaccine
         Trials Network, or the “HVTN”, with funding from the NIH. We expect to complete this trial during 2011.

               With regard to our therapeutic vaccine candidate, we recently initiated a Phase 1 human clinical trial and are currently
         recruiting patients. We expect the Phase 1 clinical trial to begin generating vaccine safety and performance data during the
         first half of 2011 with trial completion in the 2012-2013 timeframe.

              In addition to our clinical development program for our vaccine candidates, we are conducting pre-clinical research on
         the impact of adding adjuvants (immune system stimulants) to the DNA priming component of our vaccine and have
         demonstrated improved effectiveness of our vaccine candidates. This work is being funded by the NIH through an Integrated
         Pre-clinical / Clinical AIDS Vaccine Development Grant, or the IPCAVD, grant to GeoVax. We are currently formulating
         plans to begin Phase 1 human clinical testing of this product during 2011, which may result in a second generation of our
         preventative HIV vaccine.


         Critical Accounting Policies and Estimates

              This discussion and analysis of our financial condition and results of operations is based on our consolidated financial
         statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The
         preparation of these financial statements requires management to make estimates and judgments that affect the reported
         amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing
         basis, management evaluates its estimates and adjusts the estimates as necessary. We base our estimates on historical
         experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which
         form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
         other sources. Actual results may differ materially from these estimates under different assumptions or conditions.


                                                                       19
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              Our significant accounting policies are summarized in Note 2 to our consolidated financial statements for the year
         ended December 31, 2009. We believe the following critical accounting policies affect our more significant judgments and
         estimates used in the preparation of our consolidated financial statements:


            Impairment of Long-Lived Assets

              Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
         amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
         carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are
         considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the
         assets exceeds the discounted expected future net cash flows from the assets.


            Revenue Recognition

              We recognize revenue in accordance with the SEC’s Staff Accounting Bulletin No. 101, Revenue Recognition in
         Financial Statements, as amended by Staff Accounting Bulletin No. 104, Revenue Recognition, or SAB 104 provides
         guidance in applying U.S. generally accepted accounting principles to revenue recognition issues, and specifically addresses
         revenue recognition for upfront, non-refundable fees received in connection with research collaboration agreements. Our
         revenue consists solely of grant funding received from the NIH. Revenue from this arrangement is approximately equal to
         the costs incurred and is recorded as income as the related costs are incurred.


            Stock-Based Compensation

               We account for stock-based transactions in which the Company receives services from employees, directors or others in
         exchange for equity instruments based on the fair value of the award at the grant date. Compensation cost for awards of
         common stock is estimated based on the price of the underlying common stock on the date of issuance. Compensation cost
         for stock options or warrants is estimated at the grant date based on each instrument’s fair-value as calculated by the
         Black-Scholes option pricing model. The Company recognizes stock-based compensation cost as expense ratably on a
         straight-line basis over the requisite service period for the award.


         Liquidity and Capital Resources

              At September 30, 2010, we had cash and cash equivalents of $1,426,342 and total assets of $2,992,798, as compared to
         $3,515,784 and $4,315,597, respectively, at December 31, 2009. Working capital totaled $1,289,966 at September 30, 2010,
         compared to $3,309,355 at December 31, 2009.


            Sources and Uses of Cash

              We are a development-stage company as defined by Financial Accounting Standards Board, or FASB, Accounting
         Standards Codification, or ASC, Topic 915, “Development Stage Entities” and do not have any products approved for sale.
         Due to our significant research and development expenditures, we have not been profitable and have generated operating
         losses since our inception in 2001. Our primary sources of cash are from sales of our equity securities and from government
         grant funding.


            Cash Flows from Operating Activities

              Net cash used in operating activities was $1,832,269 for the nine month period ended September 30, 2010, as compared
         to $1,251,755 for the comparable period in 2009. Net cash used in operating activities was $1,425,150, $2,367,886, and
         $3,265,743 for the years ended December 31, 2009, 2008 and 2007, respectively. Generally, the differences between periods
         are due to fluctuations in our net losses which, in turn, result from fluctuations in expenditures from our research activities,
         offset by net changes in our assets and liabilities. The increase from the 2009 period to the 2010 period is also due, in part, to
         higher legal and other costs associated with the Company’s financing efforts during 2010, including costs associated with a
         special stockholders meeting to approve the reverse split of our common stock.


                                                                        20
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              The costs of conducting all of our human clinical trials to date, except for the therapeutic trial, have been borne by the
         HVTN, funded by the NIH, with GeoVax incurring costs associated with manufacturing the clinical vaccine supplies and
         other study support. The HVTN and the NIH are bearing the cost of conducting our ongoing Phase 2a human clinical trial,
         but we cannot predict the level of support we will receive from the HVTN or the NIH for any additional clinical trials.

              We are currently not receiving any governmental support for our Phase 1 therapeutic vaccine trial, but in July 2010 we
         applied for certification of our qualified expenditures during 2009 and 2010 (including expenditures for the Phase 1 trial)
         under the Qualifying Therapeutic Discovery Project (QTDP) program enacted as part of the Patient Protection and
         Affordable Care Act of 2010. The QTDP program was intended to provide incentive to smaller companies who are focusing
         on innovative therapeutic discoveries. QTDP grants or tax credits are awarded to companies with fewer than 250 employees
         for projects related to the treatment or prevention of diseases through the conduct of pre-clinical or clinical studies. Among
         the determining factors used by the U.S. Secretary of Health and Human Services in allocating funds were those projects that
         show potential to produce new therapies, address unmet medical needs, and reduce the long-term growth of healthcare costs.
         Also taken into consideration were the potential for projects to create and sustain high-quality, high-paying U.S. jobs and to
         advance U.S. competitiveness in the fields of life, biological and medical sciences. The QTDP program was highly
         oversubscribed, and in November 2010, we were notified that GeoVax has been awarded a grant of $244,500 related to our
         HIV/AIDS vaccine development activities, which is the maximum level allowable per project under the program.

              Our operations are also partially funded by the IPCAVD grant awarded to us in September 2007 by the NIH to support
         our HIV/AIDS vaccine program. The project period for the grant, which is renewable annually, covers a five-year period
         which commenced in October 2007, with an expected annual award of generally between $3 and $4 million per year
         (approximately $19.4 million in the aggregate). The most recent annual award under the grant is for the period from
         September 1, 2010 through August 31, 2011 in the amount of $4.9 million. We are utilizing this funding to further our
         HIV/AIDS vaccine development, optimization and production for human clinical trial testing, primarily with regard to our
         research into vaccine adjuvants. The funding we receive pursuant to this grant is recorded as revenue at the time the related
         expenditures are incurred, and thus partially offsets our net losses. As of September 30, 2010, there is approximately
         $5.2 million remaining from the current and prior grant years’ awards. Assuming that the remaining budgeted amounts under
         the grant are awarded annually to us, there is an additional $3.8 million available through the grant for the remainder of the
         original five year project period ending August 31, 2012. If the annual grant does not occur, we will experience a shortfall in
         anticipated cash flow and will be required to promptly seek other funds to address the shortfall.

              We intend to pursue additional grants from the federal government. However, as we progress to the later stages of our
         vaccine development activities, government financial support may be more difficult to obtain, or may not be available at all.
         Therefore, it will be necessary for us to look to other sources of funding in order to finance our development activities.


            Cash Flows from Investing Activities

              Our investing activities have consisted predominantly of capital expenditures. There were no capital expenditures
         during the nine month period ended September 30, 2010. Capital expenditures were $62,733 for the nine month period ended
         September 30, 2009. Capital expenditures for the years ended December 31, 2009, 2008 and 2007, were $270,246, $99,831,
         and $0, respectively.


            Cash Flows from Financing Activities

              Net cash used by financing activities was $257,173 for the nine month period ended September 30, 2010, as compared
         to net cash provided by financing activities of $2,540,000 for the comparable period in 2009. The cash used by financing
         activities during the 2010 period relates to costs associated with this offering. The cash generated from financing activities
         during the 2009 period includes $1,040,000 from the sale of our common stock to an investor pursuant to a stock purchase
         agreement that provided us the right to sell shares to the


                                                                        21
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         investor through July 31, 2010, and $1,500,000 from the exercise of a previously outstanding stock purchase warrant which
         was to expire in September 2009.

              Net cash provided by financing activities was $3,020,000, $2,668,541, and $3,167,950 for the years ended
         December 31, 2009, 2008 and 2007, respectively. During 2009, we received $1,500,000 from the exercise of a stock
         purchase warrant. During 2009 and 2008, we received $1,520,000 and $406,091, respectively, net of associated costs, from
         the sale of our common stock pursuant to the stock purchase agreement. The remaining cash generated by our financing
         activities relates to the sale of our common stock and warrants to individual accredited investors.

              Our capital requirements, particularly as they relate to product research and development, have been and will continue
         to be significant. We anticipate incurring additional losses for several years as we expand our drug development and clinical
         programs and proceed into higher cost human clinical trials. Conducting clinical trials for our vaccine candidates in
         development is a lengthy, time-consuming and expensive process. We will not generate revenues from the sale of our
         technology or products for at least several years, if at all. For the foreseeable future, we will be dependent on obtaining
         financing from third parties in order to maintain our operations, including our clinical program. Due to the existing
         uncertainty in the capital and credit markets, and adverse regional and national economic conditions that may persist or
         worsen, capital may not be available on terms acceptable to the Company or at all. If we fail to obtain additional funding
         when needed, we would be forced to scale back or terminate our operations, or to seek to merge with or to be acquired by
         another company.

               In any event, we anticipate raising additional capital during the remainder of 2010, although there can be no assurance
         that we will be able to do so. While we believe that we will be successful in obtaining the necessary financing to fund our
         operations through grants, this offering, exercise of options and warrants, and/or other sources, there can be no assurances
         that such additional funding will be available to us on reasonable terms or at all.

              The units sold in this offering will include only shares and warrants offered by the Company. There can be no assurance
         that we will be able to successfully complete the offering, or that we will be able to sell all of the units offered.

              We believe that our current working capital combined with the proceeds from the IPCAVD grant awarded from the
         NIH, and without consideration given to net proceeds from this offering will be sufficient to support our planned level of
         operations into the first quarter of 2011, with no changes to our current business plan. Assuming the minimum amount of
         units is sold, we expect to have sufficient funding to support our planned operations through mid-2012. Assuming the
         maximum amount of units is sold, we expect to have sufficient funding to support our planned and expanded operations
         through at least the end of 2012. Should the financing we require to sustain our working capital needs be unavailable or
         prohibitively expensive when we require it, the consequences could have a material adverse effect on our business, operating
         results, financial condition and prospects.

             We have no off-balance sheet arrangements that are likely or reasonably likely to have a material effect on our financial
         condition or results of operations.


            Contractual Obligations

              As of September 30, 2010, we had firm purchase obligations of approximately $501,000 as compared to less than
         $10,000 at December 31, 2009; the increase relates primarily to initiation of a vaccine manufacturing contract. We have no
         committed lines of credit and no other committed funding or long-term debt. We entered into a new employment agreement
         with a newly employed executive officer in January 2010. There have been no other material changes to our contractual
         obligations since December 31, 2009.


                                                                       22
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               The following table represents our contractual obligations as of December 31, 2009, aggregated by type (in thousands):


                                                                                             Payments Due by Period
                                                                                 Less than                                        More than
         Contractual
         Obligations                                                 Total        1 Year           1-3 Years          4-5 Years    5 years


         Operating Lease Obligations(1)                             $ 609        $ 115              $ 365             $ 129        $—
         Emory University — License Agreement(2)                       —            —                  —                 —          —
         Total                                                      $ 609        $ 115              $ 365             $ 129        $—


           (1) Our operating lease obligations relate to the facility lease for our 8,430 square foot facility in Smyrna, Georgia, which
               houses our laboratory operations and our administrative offices. The lease, which was effective November 1, 2009,
               expires on December 31, 2014.

           (2) Pursuant to the Emory License, we have committed to make potential future milestone and royalty payments which are
               contingent upon the occurrence of future events. Such events include development milestones, regulatory approvals
               and product sales. Because the achievement of these milestones is currently neither probable nor reasonably estimable,
               the contingent payments have not been included in the table above or recorded on our consolidated balance sheets. The
               aggregate total of all potential milestone payments included in the Emory License (excluding royalties on net sales) is
               approximately $3.5 million.

              As of December 31, 2009, except as disclosed in the table above, we had no other material firm purchase obligations or
         commitments for capital expenditures and no committed lines of credit or other committed funding or long-term debt. We
         have employment agreements with our executive officers and a consulting agreement with the Chairman of our Board of
         Directors, each of which may be terminated with no more than 90 days advance written notice.


            Net Operating Loss Carryforwards

               At December 31, 2009, we had consolidated net operating loss carryforwards for income tax purposes of $72.2 million,
         which will expire in 2010 through 2029 if not utilized. Approximately $59.7 million of our net operating loss carryforwards
         relate to the operations of our predecessor, Dauphin Technology, Inc. prior to the 2006 merger between Dauphin
         Technology, Inc. and GeoVax, Inc. We also have research and development tax credits of $522,000 available to reduce
         income taxes, if any, which will expire in 2022 through 2028 if not utilized. The amount of net operating loss carryforwards
         and research tax credits available to reduce income taxes in any particular year may be limited in certain circumstances.
         Based on an assessment of all available evidence including, but not limited to, our limited operating history in our core
         business and lack of profitability, uncertainties of the commercial viability of our technology, the impact of government
         regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, we have
         concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a
         result, a 100% deferred tax valuation allowance has been recorded against these assets.


         Results of Operations — Nine months ended September 30, 2010 compared to nine months ended September 30, 2009

            Net Loss

              We recorded a net loss of $644,666 for the three months ended September 30, 2010 as compared to a net loss of
         $230,815 for the three months ended September 30, 2009. For the nine months ended September 30, 2010, we recorded a net
         loss of $2,268,544, as compared to a net loss of $2,440,977 for the nine months ended September 30, 2009. Our net losses
         typically fluctuate due to the timing of activities and related costs associated with our vaccine research and development
         activities and our general and administrative costs, as described in more detail below.


                                                                        23
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            Grant Revenue

              During the three and nine month periods ended September 30, 2010 we recorded grant revenue of $1,163,288 and
         $4,239,017, respectively, as compared to $1,808,551 and $3,271,506, respectively, during the comparable periods of 2009.
         During 2007, we were awarded the IPCAVD grant by the NIH to support our HIV/AIDS vaccine program. The grant is
         subject to annual renewal, with the latest grant award covering the period from September 2010 through August 2011 in the
         amount of $4.9 million.


            Research and Development

              During the three month and nine month periods ended September 30, 2010, we incurred $908,780 and $4,019,931,
         respectively, of research and development expense as compared to $1,470,200 and $3,530,329, respectively, during the three
         month and nine month periods ended September 30, 2009. Research and development expenses can vary considerably on a
         period-to-period basis, depending on our need for vaccine manufacturing by third parties, and due to fluctuations in the
         timing of expenditures related to our IPCAVD grant from the NIH. Research and development expense for the three month
         and nine month periods of 2010 includes stock-based compensation expense of $51,344 and $154,235, respectively, while
         the comparable periods of 2009 include stock-based compensation expense of $85,439 and $256,316, respectively (see
         discussion under “Stock-Based Compensation Expense” below). Our research and development costs do not include costs
         incurred by HVTN in conducting trials of GeoVax vaccines.

              The overall increase in research and development expense during the nine month period ended September 30, 2010, as
         compared to the same period in 2009, is due primarily to increased costs associated with activities funded by our IPCAVD
         grant, vaccine manufacturing costs, and costs associated with initiating a Phase 1 clinical trial for our therapeutic vaccine
         candidate. We expect that our research and development costs will continue to increase during the remainder of 2010 and
         beyond as we progress through the human clinical trial process leading up to possible product approval by the FDA.

               Our vaccine candidates still require significant, time-consuming and costly research and development, testing and
         regulatory clearances. Completion of clinical development will take several years or more, but the length of time generally
         varies substantially according to the type, complexity, novelty and intended use of a product candidate. The cost of the
         ongoing Phase 2a clinical trial for our preventative vaccine is being funded by the HVTN, but we cannot be certain whether
         the HVTN or any other external source will provide funding for further development. We intend to seek government and/or
         third party support for future clinical human trials, but there can be no assurance that we will be successful. The duration and
         the cost of future clinical trials may vary significantly over the life of the project as a result of differences arising during
         development of the human clinical trial protocols, including, among others:

               • the number of patients that ultimately participate in the clinical trial;

               • the duration of patient follow-up that seems appropriate in view of the results;

               • the number of clinical sites included in the clinical trials; and

               • the length of time required to enroll suitable patient subjects.

               Due to the uncertainty regarding the timing and regulatory approval of clinical trials and pre-clinical studies, our future
         expenditures are likely to be highly volatile in future periods depending on the outcomes of the trials and studies. From time
         to time, we will make determinations as to how much funding to direct to these programs in response to their scientific,
         clinical and regulatory success, anticipated market opportunity and the availability of capital to fund our programs.

              In developing our product candidates, we are subject to a number of risks that are inherent in the development of
         products based on innovative technologies. For example, it is possible that our vaccines may be ineffective or toxic, or will
         otherwise fail to receive the necessary regulatory clearances, causing us to delay, extend or terminate our product
         development efforts. Any failure by us to obtain, or any delay in obtaining, regulatory approvals could cause our research
         and development expenditures to increase which, in turn, could have a material adverse effect on our results of operations
         and cash flows. Because of the


                                                                          24
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         uncertainties of clinical trials, estimating the completion dates or cost to complete our research and development programs is
         highly speculative and subjective. As a result of these factors, we are unable to accurately estimate the nature, timing and
         future costs necessary to complete the development of our product candidates. In addition, we are unable to reasonably
         estimate the period when material net cash inflows could commence from the sale, licensing or commercialization of such
         product candidates, if ever.


            General and Administrative Expense

               During the three month and nine month periods ended September 30, 2010, we incurred general and administrative
         costs of $903,850 and $2,508,539, respectively, as compared to $573,906 and $2,203,776, respectively, during the
         comparable periods in 2009. General and administrative costs include officers’ salaries, legal and accounting costs, patent
         costs, amortization expense associated with intangible assets, and other general corporate expenses. General and
         administrative expense for the three month and nine month periods of 2010 include stock-based compensation expense of
         $115,972 and $427,066, respectively; while the comparable periods of 2009 include stock-based compensation expense of
         $262,021 and $860,974, respectively (see discussion under “Stock-Based Compensation Expense” below). The overall
         increase in general and administrative costs during the 2010 periods as compared to the 2009 periods is due to higher legal
         and other costs associated with the Company’s financing efforts during 2010, including costs associated with a special
         stockholders meeting to approve the reverse split of our common stock. We expect that our general and administrative costs
         will increase in the future in support of expanded research and development activities and other general corporate activities.


            Stock-Based Compensation Expense

              We recorded stock-based compensation expense of $167,316 and $581,301 during the three month and nine month
         periods ended September 30, 2010, respectively, as compared to $347,460 and $1,117,290, respectively, during the
         comparable periods of 2009. In addition to amounts related to the issuance of stock options to employees, the figures include
         amounts related to common stock and stock purchase warrants issued to consultants. We allocate stock-based compensation
         expense to research and development expense or general and administrative expense according to the classification of cash
         compensation paid to the employee, consultant or director to whom the stock compensation was granted. For the three month
         and nine month periods ended September 30, 2010 and 2009, stock-based compensation expense was allocated as follows:


                                                                         Three Months Ended
                                                                            September 30,             Nine Months Ended September 30,
         Expense
         Allocated
         to:                                                            2010             2009             2010               2009


         General and Administrative Expense                         $ 115,972        $ 262,021        $ 427,066        $      860,974
         Research and Development Expense                              51,344           85,439          154,235               256,316
         Total Stock-Based Compensation Expense                     $ 167,316        $ 347,460        $ 581,301        $    1,117,290



            Other Income

              Interest income for the three month and nine month periods ended September 30, 2010 was $4,676 and $20,909,
         respectively, as compared to $4,740 and $21,622, respectively, for the three months and nine months ended September 30,
         2009. The variances between periods are attributable to generally lower interest rates, and lower incremental cash balances
         available for investment during each respective period.


         Results of Operations — Years ended December 31, 2009, 2008, and 2007

            Net Loss

              We recorded net losses of $3,284,252, $3,728,187 and $4,241,796 for the years ended December 31, 2009, 2008 and
         2007, respectively. As noted, our operating results typically fluctuate due to the timing of activities and related costs
         associated with our vaccine research and development activities and our general and administrative costs.
25
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            Grant Revenue

              We recorded grant revenues of $3,668,195, $2,910,170 and $237,004 for the years ended December 31, 2009, 2008 and
         2007, respectively. As of December 31, 2009, there was approximately $4.0 million remaining from the current grant year’s
         award and (assuming that the remaining budgeted amounts under the grant are awarded annually to the Company) there was
         an additional $8.6 million available through the grant for the remainder of the original five-year project period ending
         August 31, 2012.


            Research and Development

             Our research and development expenses were $4,068,682, $3,741,489 and $1,757,125 for the years ended
         December 31, 2009, 2008 and 2007, respectively. Research and development expense for these periods includes stock-based
         compensation expense of $304,654, $494,041 and $284,113 for 2009, 2008 and 2007, respectively.

              The increase in research and development expense during each of the periods is due primarily to increased costs
         associated with our vaccine manufacturing activities in preparation for the commencement of Phase 2 clinical trials, costs
         associated with our activities funded by our NIH grant (especially from the 2007 to the 2008 period, as the grant was
         awarded to us in September 2007), and higher personnel costs associated with the addition of new scientific personnel.

              The table below summarizes our research and development expenses for each of the years in the three year period
         ended December 31, 2009. The amounts shown related to the IPCAVD grant represent all direct costs associated with the
         grant activities, including salaries and personnel-related expenses, supplies, consulting, contract services and travel. The
         remainder of our research and development expense is allocated to our general HIV/AIDS vaccine program.


         R&D
         Project                                                                     2009                2008                2007


         IPCAVD Grant — Vaccine Adjuvants                                      $    2,772,397       $   2,504,850       $     215,458
         DNA/MVA Vaccines — HIV/AIDS                                                1,296,285           1,236,639           1,541,667
         Total Research and Development Expense                                $    4,068,682       $   3,741,489       $   1,757,125



            General and Administrative Expense

             Our general and administrative expenses were $2,914,845, $2,970,068 and $2,784,182 for the years ended
         December 31, 2009, 2008 and 2007, respectively. General and administrative expense includes stock-based compensation
         expense of $994,011, $1,525,008 and $1,234,380 for 2009, 2008 and 2007, respectively (see discussion below).


            Stock-Based Compensation Expense

              We recorded total stock-based compensation expense of $1,298,665, $2,019,049 and $1,518,496 during the years ended
         December 31, 2009, 2008 and 2007, respectively, which was allocated to research and development expense or general and
         administrative expense according to the classification of cash compensation paid to the employee, consultant or director to
         whom the stock compensation was granted. In addition to amounts related to the issuance of stock options to employees, the
         figures include amounts related to common stock and stock purchase warrants issued to consultants and non-employee
         directors. For the three years ended December 31, 2009, stock-based compensation expense was allocated as follows:


                                                                                     2009                2008                2007


         General and administrative expense                                    $      994,011       $   1,525,008       $   1,234,383
         Research and development expense                                             304,654             494,041             284,113
         Total stock-based compensation expense                                $    1,298,665       $   2,019,049       $   1,518,496
26
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            Other Income

              Interest income was $31,080, $73,200 and $62,507 for the years ended December 31, 2009, 2008 and 2007,
         respectively. The variances between years are primarily attributable to the cash available for investment and to interest rate
         fluctuations.


         Impact of Inflation

             For the three year period ended December 31, 2009, we do not believe that inflation and changing prices had a material
         impact on our operations or on our financial results.


         Quantitative and Qualitative Disclosures about Market Risk

               Our exposure to market risk is limited primarily to interest income sensitivity, which is affected by changes in the
         general level of U.S. interest rates, particularly because a significant portion of our investments are in short-term bank
         certificates of deposits and institutional money market funds. The primary objective of our investment activities is to
         preserve principal while at the same time maximizing the income received without significantly increasing risk. Due to the
         nature of our short-term investments, we believe that we are not subject to any material market risk exposure. We do not
         have any derivative financial instruments or foreign currency instruments.


         Off-Balance Sheet Arrangements

               We have not entered into off-balance sheet financing arrangements other than operating leases.


                                                                       27
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                                                                 BUSINESS


         Introduction

              GeoVax is a biotechnology company dedicated to developing vaccines that prevent and fight HIV infections that result
         in AIDS. We have preventative vaccines being evaluated in a Phase 2a human clinical trial in individuals who are not HIV
         infected and are currently screening prospective participants to conduct a Phase 1 human therapeutic clinical trial in
         individuals who are HIV infected.

              Our preventative vaccines are designed to prevent or control infection by HIV, reduce the rate of disease progression to
         AIDS and reduce the risk of HIV transmission. Our therapeutic vaccines target viral replication to reduce viral load in HIV
         infected individuals with a goal of reducing or eliminating the need for anti-HIV medications, and thereby reduce both the
         cost of treatment and the occurrence of detrimental side effects associated with current drug treatments.

              Our vaccines are designed to function against the subtype, known as clade B, of the HIV virus that is most prevalent in
         the developed world. Our vaccines have been shown to induce antibodies and T cells (a type of white blood cell) in Phase 1
         human clinical trials. In non-human primate challenge models, the antibodies and T cells elicited by a simian prototype of
         our vaccine have been shown to protect against mucosal simian immunodeficiency virus infection, the non-human primate
         version of the HIV virus. Our goals include manufacturing and testing these vaccines consistent with FDA guidelines,
         conducting human trials for vaccine safety and effectiveness, and obtaining regulatory approvals to advance the development
         and commercialization of our vaccines.

               Our preventative vaccine is one of only five vaccine candidates out of more than 80 tested by the HVTN in Phase 1
         human clinical trials to have progressed to Phase 2 testing. Based on current enrollment progress, we expect the Phase 2a
         clinical trial to be completed during 2011.

               The IND application we filed with the FDA in late February 2010 to support our request to test our therapeutic vaccine
         in a Phase 1 human clinical trial is based on promising data from three pilot studies we conducted using therapeutic
         vaccination in simian immunodeficiency virus infected non-human primates. We expect the Phase 1 clinical trial to begin
         generating vaccine safety and performance data during the first half of 2011 with trial completion in the 2012-2013
         timeframe.

               Our vaccine candidates incorporate two delivery components: a recombinant deoxyribonucleic acid, or DNA, and a
         recombinant poxvirus, or MVA, both of which deliver genes that encode inactivated HIV derived proteins to the immune
         system. Both components are designed to support production of non-infectious virus-like particles in vaccinated individuals
         that prime and boost immune responses. When properly administered in a series, our vaccine candidates induce strong T-cell
         and antibody responses in non-human primates against multiple HIV proteins.

              Both the DNA and MVA vaccines contain sufficient HIV genes to support the production of non-infectious virus-like
         particles in vaccinated humans which display forms of proteins that appear authentic to the immune system. When used
         together, the recombinant DNA component is used to prime immune responses which are boosted by administration of the
         recombinant MVA component. In certain settings the recombinant MVA alone may be sufficient for priming and boosting
         the immune responses.

              We are also conducting pre-clinical research on the impact of adding adjuvants, which are immune system stimulants,
         to our vaccine components and have demonstrated improved effectiveness of our vaccine candidates. This work is being
         funded by the NIH through an IPCAVD grant to GeoVax. Pre-clinical animal trials have been conducted, with very
         encouraging results. Based on these results, we plan to pursue a second clinical program for the development of the next
         generation of our HIV/AIDS vaccines.

              Our primary business is conducted by our subsidiary, GeoVax, Inc., which was incorporated under the laws of Georgia
         in June 2001. The predecessor of our parent company, GeoVax Labs, Inc. (the reporting entity) was originally incorporated
         in June 1988 under the laws of Illinois as Dauphin Technology, Inc., or Dauphin. In September 2006, Dauphin completed a
         merger with GeoVax, Inc. As a result of that merger,


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         GeoVax, Inc. became a wholly-owned subsidiary of Dauphin, and Dauphin changed its name to GeoVax Labs, Inc. Unless
         otherwise indicated, information for periods prior to the September 2006 merger is that of GeoVax, Inc. In June 2008, the
         Company was reincorporated under the laws of Delaware. We currently do not conduct any business other than GeoVax,
         Inc.’s business of developing new products for the treatment or prevention of human diseases.


         Overview of HIV/AIDS

            What is HIV?

               HIV is a retrovirus that carries its genetic code in the form of ribonucleic acid, or RNA. Retroviruses use RNA and the
         reverse transcriptase enzyme to create DNA from the RNA template. The HIV-1 virus invades a human cell and produces its
         viral DNA that is subsequently inserted into the chromosomes, which are the genetic material of a cell. HIV preferentially
         infects and replicates T-cells, which are a type of white blood cell. Infection of T-cells alters them from immunity mediating
         cells to cells that produce and release HIV. This process results in the destruction of the immune defense system of infected
         individuals and ultimately, the development of AIDS.

              There are several AIDS-causing HIV virus subtypes, or clades, that are found in different regions of the world. These
         clades are identified as clade A, clade B and so on. The predominant clade found in Europe, North America, parts of South
         America, Japan and Australia is clade B whereas the predominant clades in Africa are clades A and C. In India the
         predominant clade is clade C. Each clade differs by at least 20% with respect to its genetic sequence from other clades.
         These differences may mean that vaccines or treatments developed against HIV of one clade may only be partially effective
         or ineffective against HIV of other clades. Thus there is often a geographical focus to designing and developing vaccines
         suited for the local clade.

               HIV, even within clades, has a high rate of mutation that supports a significant level of genetic variation. In drug
         treatment programs, virus mutation can result in the development of drug resistance, referred to as virus drug escape, thereby
         rendering drug therapy ineffective. Hence, we believe that multi-drug therapy is very important. If several drugs are active
         against virus replication, the virus must undergo multiple simultaneous mutations to escape, which is less likely. The same is
         true for immune responses. HIV can escape single targeted immune responses. However, our scientists believe if an immune
         response is directed against multiple targets, which are referred to as epitopes, virus escape is much less frequent.
         Vaccination against more than one of the proteins found in HIV increases the number of targets for the immune response as
         well as the chance that HIV will not escape the vaccine-stimulated immune response, thus resulting in protection against
         infection or the development of clinical AIDS once infection occurs.


            What is AIDS?

              AIDS is the final, life-threatening stage of infection with the virus known as HIV. Infection with HIV severely damages
         the immune system, the body’s defense against disease. HIV infects and gradually destroys T-cells and macrophages, which
         are white blood cells that play key roles in protecting humans against infectious disease caused by viruses, bacteria, fungi
         and other micro-organisms.

               Opportunistic infections by organisms, normally posing no problem for control by a healthy immune system, can
         ravage persons with immune systems damaged by HIV infections. Destruction of the immune system occurs over years. The
         average onset of the clinical disease recognized as AIDS occurs after three to ten years of HIV infection if the virus is not
         treated effectively with drugs, but the time to developing AIDS is highly variable.

              AIDS in humans was first identified in the United States in 1981, but researchers believe that it was present in Central
         Africa as early as 1959. AIDS is most often transmitted sexually from one person to another but it is also transmitted by
         blood in shared needles and through pregnancy and childbirth. Heterosexual activity is the most frequent route of
         transmission worldwide.

              The level of virus in blood, known as viral load, is the best indicator of the speed with which an individual will progress
         to AIDS, as well as the frequency with which an individual will spread infection. An


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         estimated 1% or fewer of those infected have low enough levels of the virus to preclude progression to AIDS and to not
         transmit the infection. These individuals are commonly called long-term non-progressors.

              AIDS is considered by many in the scientific and medical community to be the most lethal infectious disease in the
         world. According to the 2008 Report on the Global AIDS Epidemic published by UNAIDS, the Joint United Nations
         Programme on HIV/AIDS, the total number of people living with HIV is 33.4 million globally with approximately
         2.7 million newly infected in 2008 alone. Approximately 25 million people infected with HIV have died since the start of the
         HIV pandemic in 1981. The United States currently suffers about 56,000 infections per year with the highest rates found in
         Washington, D.C., where an estimated 3% of the population is infected, which is a prevalence rate higher than in some
         developing countries. According to International AIDS Vaccine Initiative, or the IAVI, in a model developed with Advanced
         Marketing Commitment dated June 2005, the global market for a safe and effective AIDS vaccine is estimated at
         approximately $4 billion.

               At present, the standard approach to treating HIV infection is to decrease viral replication rates through the use of
         combinations of drugs. Available drugs include reverse transcriptase inhibitors, protease inhibitors, integration inhibitors and
         inhibitors of cell entry to block multiple essential steps in virus replication. However, HIV is prone to genetic changes that
         can produce strains that are resistant to currently approved drugs. When HIV acquires resistance to one drug within a class, it
         can often become resistant to the entire class, meaning that it may be impossible to re-establish control of a genetically
         altered strain by substituting different drugs in the same class. Furthermore, these treatments continue to have significant
         limitations which include toxicity, patient non-adherence to the treatment regimens and cost. As a result, over time, many
         patients develop intolerance to these medications or simply give up taking the medications due to the side effects.

              According to the IAVI, the cost and complexity of new treatment advances for AIDS puts them out of reach for most
         people in the countries where treatment is most needed, and as noted above, in industrialized nations, where drugs are more
         readily available, side effects and increased rates of viral resistance have raised concerns about their long term use. AIDS
         vaccines, therefore, are seen by many as the most promising way to end the HIV/AIDS pandemic. It is expected that
         vaccines for HIV/AIDS, once developed, will be used worldwide by any organization that provides health care services,
         including hospitals, medical clinics, the military, prisons and schools.


         HIV/AIDS Vaccines Being Developed by GeoVax

              Our vaccines, initially developed by our Chief Scientific Officer, Dr. Harriet L. Robinson at Emory University in
         collaboration with scientists at the NIH, the NIAID and the CDC, incorporate two vaccine delivery components: (1) a
         recombinant DNA and (2) a recombinant poxvirus, known as MVA, both of which deliver genes that encode inactivated
         HIV derived proteins to the immune system. Both the DNA and MVA vaccines contain sufficient HIV genes to support the
         production of non-infectious virus-like particles in vaccinated humans which display forms of proteins that appear authentic
         to the immune system. When used together, the recombinant DNA component is used to prime immune responses which are
         boosted by administration of the recombinant MVA component. However, in certain settings the recombinant MVA alone
         may be sufficient for priming and boosting the immune responses.

              Our initial work focused on the development of a preventative vaccine for use in uninfected humans to limit infection,
         disease and transmission should they be exposed to the virus. In 2008, we undertook the development of a therapeutic
         vaccine for use in HIV infected humans to supplement approved drug regimens. For both preventative and therapeutic
         applications, our current focus is on a vaccine for use against clade B, which is common in the United States and the
         industrially developed world. However, if efficacy is documented against clade B, we plan to develop vaccines designed for
         use to combat the subtypes that predominate in developing countries, including clades A, C and AG recombinant.


            Induction of T-cell and Antibody Immune Responses

             Our vaccines induce T-cell and antibody immune responses against two major HIV proteins, the Gag protein and
         envelope glycoprotein, or Env. The induction of both antibodies and T-cells is beneficial because


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         these immune responses work through different mechanisms. Antibodies can block viruses from infecting cells. The avidity,
         or tightness, of antibody binding to the Env of HIV correlates with reduced levels of virus replication in experiments
         completed using non-human primates. This result most likely reflects a tightly bound antibody that is blocking HIV infection
         as well as tagging the virus for destruction. The MVA vaccine also induces HIV specific IgA, which functions to protect
         mucosal surfaces and can be measured in rectal secretions. Both vaccines elicit CD8 T-cells, a type of T-cell that can
         recognize and kill cells that become infected by virus. CD8 T-cells are important for the control of the virus that has
         established an infection.


            DNA and MVA as Vaccine Vectors

              The availability of DNA and MVA vaccine delivery vectors provides GeoVax with the means to design combination
         vaccines to induce different patterns of T-cell and antibody responses. Specifically, the use of DNA to prime immune
         responses and MVA to boost immune responses elicits higher levels of T-cells and thus this format is well-suited for either
         preventative or therapeutic uses. Alternatively, the use of MVA alone to both prime and boost the immune response elicits
         higher levels of antibodies and is therefore well-suited for use in prevention.

              MVA was selected for use as a viral vaccine because of its well established safety record and because of the ability of
         recombinants of this vector to carry other viral proteins to induce protective responses for a number of viral diseases. These
         effects were demonstrated in pre-clinical animal models. MVA was originally developed as a safer smallpox vaccine for use
         in immune compromised humans by further attenuating the standard smallpox vaccine. The attenuation, or loss of disease
         causing ability, was accomplished by making over 500 passages of the virus in chicken embryos or chick embryo fibroblasts
         which resulted in large genomic deletions. These deletions affected the ability of MVA to replicate in human cells, which is
         the cause of safety problems, but did not compromise the ability of MVA to grow on avian cells that are used for
         manufacturing the virus. The deletions also resulted in the loss of immune evasion genes which assist the spread of wild type
         smallpox infections, even in the presence of human immune responses. MVA was safely administered to over
         120,000 people in the 1970s to protect them against smallpox.

              While GeoVax’s DNA and MVA vaccines express over 66% of the HIV protein components and thus, are designed to
         stimulate immune responses with significant breadth, the vaccines cannot cause an HIV infection or AIDS because they do
         not produce the complete virus. We believe that the vaccines could provide multi-target protection against the AIDS virus,
         thus preventing infection and in those that do become infected, limiting virus escape, large scale viral replication and the
         onset of clinical signs of AIDS.


            Pre-clinical Studies

              During the development of our vaccines, multiple efficacy trials were conducted using rhesus macaques, a species of
         non-human primates, infected with experimental viruses that cause AIDS-like disease in these animals. The experimental
         data produced by these trials documented the ability of prototypes of our vaccines to induce immune responses that can
         prevent infection as well as reduce the levels of viral replication in those animals that become infected, depending on the
         experimental design of the trials. For example, challenge studies completed by infecting animals using the rectal route and a
         dose estimated to be 40 to 400 times the typical human challenge dose were used to demonstrate that vaccination using our
         adjuvant product can prevent, not just control, infections in approximately 70% of the animals, even after 12 experimental
         challenges. For therapeutic studies, rhesus macaques were infected with the virus, placed on antiretroviral drugs, which
         mimic those used in humans, and vaccinated prior to ceasing drug therapy. Animals that were removed from drug therapy
         without vaccination experienced viral rebounds to the levels found prior to drug therapy whereas vaccinated animals had
         virus replication at reduced levels, some of which approached 1000-fold reductions.

              Based on the findings obtained from our preventative vaccination studies in animals, the FDA allowed the vaccines to
         be tested in Phase 1 clinical trials in HIV uninfected humans. The use of the vaccines for a therapeutic in HIV infected
         humans has also recently been allowed by the FDA, and this trial is ongoing.


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            Preventative Vaccine — Phase 1 Human Clinical Trials

                All of our preventative vaccination trials in humans have been conducted by the HVTN, a network that is funded and
         supported by the NIH. The HVTN is the largest worldwide clinical trials network focused on the development and testing of
         HIV/AIDS vaccines. The GeoVax vaccine tested by the HVTN is designed for use where clade B infections are most
         common, specifically in North America, parts of South America and Western Europe. In our first Phase 1 clinical trial,
         HVTN 045, our DNA vaccine was tested alone to document its safety and immunogenicity. Our second Phase 1 clinical
         trial, HVTN 065, was designed to test the combined use of DNA and MVA and consisted of a dose escalation for DNA
         delivered at 0 and 8 weeks and MVA delivered at 16 and 24 weeks, a DDMM regimen. The low dose consisted of 0.3 mg of
         DNA and 1x10 7 tissue culture infectious doses (TCID 50 ) of MVA. Once safety was demonstrated for the low dose in 10
         participants, the full dose (3 mg of DNA and 1x10 8 TCID 50 of MVA) was administered to 30 participants. A single dose of
         DNA at time 0 followed by MVA at weeks 8 and 24, a DMM regimen, and three doses of MVA administered at weeks 0, 8
         and 24, an MMM regimen, were also tested in 30 participants each. Participants were followed for 12 months to assess
         vaccine safety and to measure vaccine-induced immune responses measurements.

              Data from the HVTN 065 trial again documented the safety of the vaccine products but also showed that the DDMM
         and MMM regimens induced different patterns of immune responses. The full dose DDMM regimen induced higher
         response rates of CD4+ T-cells (77%) and CD8+ T-cells (42%) compared to the MMM regimen (43% CD4+ and 17% CD8+
         response rates). In contrast, the highest response rates and highest titers of antibodies to the HIV Env protein were induced in
         the group that received only the MVA using the MMM regimen. Antibody response rates were documented to be higher for
         the MMM group using three different assays designed to measure total binding antibody levels for an immune dominant
         portion of the Env protein (27% for DDMM and 75% for MMM), binding of antibodies to the form of Env very similar to
         the form in the vaccines, designated ADA gp140, (81% for DDMM and 86% for MMM) and neutralizing antibodies (7% for
         DDMM and 30% for MMM). The 1/10th dose DDMM regimen induced overall similar T-cell responses but reduced
         antibody responses while the response rates were intermediate in the DMM group.


            Preventative Vaccine — Phase 2 Human Clinical Trials

              Based on the safety and the immunogenicity results in the HVTN 045 and HVTN 065 trials, the use of two full dose
         DNA priming immunizations followed by two full dose MVA booster immunizations was selected for initial testing by the
         HVTN in a Phase 2a trial (designated HVTN 205) which commenced patient enrollment in February 2009. While more than
         80 experimental HIV vaccines have been completed by the HVTN in Phase 1 clinical trials, only five vaccine candidates,
         including the GeoVax vaccine candidate, have progressed to Phase 2 clinical trials since 1992. The Phase 2a clinical trial is
         designed to produce a larger database of safety and immunogenicity data in low risk individuals before proceeding to a
         Phase 2b clinical trial in high risk individuals.

              The HVTN 205 trial was originally designed to test only the DDMM regimen, which consists of two DNA primes
         followed by two MVA boosts, but was amended to include testing the MVA priming and boosting regimen, or MMM, using
         an additional 75 participants. The addition of an amendment to add the MMM arm was triggered by two factors:

               • the success of the U.S. Military-Thailand Phase 3 clinical trial, the first successful HIV-1 vaccine efficacy trial,
                 which was completed with a vaccine component that did not elicit high T-cell responses; and

               • recent data from our ongoing studies in non-human primates showing that the MMM vaccine protected as well as
                 the more complex DDMM regimen against infection by repeated challenge using the rectal route.

               We expect the Phase 2a clinical trial to be completed in 2011.

             Assuming the vaccine safety and immunogenicity profiles remain promising, the next stage will be a Phase 2b
         proof-of-concept clinical trial in high-risk individuals for the purpose of determining effectiveness of


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         protecting people from HIV infection. GeoVax is currently manufacturing vaccine material for this clinical trial so that
         progression through the development path can proceed smoothly.


            Therapeutic Vaccine — Phase 1 Human Clinical Trials

              To help serve those people who are already infected with HIV, the Company is testing its vaccine for the ability to
         supplement, or even supplant, the need for antiretroviral therapeutic drugs in HIV-infected individuals. Antiretroviral
         therapeutic drugs, which are taken for life by individuals once infected with HIV, have side effects and are expensive,
         costing on average $18,000 per year. Thus the need for improved therapies is well known.

               In July 2008, we reported summary data from three pilot studies on therapeutic vaccination in simian
         immunodeficiency virus, or SIV, infected non-human primates. The vaccine used in these pilot studies was specific for SIV
         but with the design features of our HIV/AIDS vaccine. In these pilot studies, conducted at Yerkes National Primate Research
         Center of Emory University, the immune systems of a subset of the infected and then vaccinated animals were able to
         control the infection; specifically 100 to 1000 fold reductions in viral levels post the cessation of drugs were observed. Based
         on these results, in late February 2010, we filed an IND with the FDA to support Phase 1 clinical trials in HIV infected
         individuals. The Company received permission to begin the clinical trial, initiated the study and we are currently enrolling
         patients. This initial trial will be conducted in Atlanta and will enroll individuals who began successful antiretroviral
         therapeutic drug treatment within the first year of HIV infection. The goal of this clinical trial is to document the safety and
         immunogenicity of the vaccine using the DDMM regimen in patients with well-controlled infections. We expect the Phase 1
         clinical trial to begin generating vaccine safety and performance data during the first half of 2011, with trial completion in
         the 2012-2013 timeframe.


            Pre-clinical preventative studies using Granulocyte/Monocyte-Colony Stimulating Factor (GM-CSF)

              GeoVax’s research pipeline includes the use of adjuvants, which are agents that improve vaccine efficacy, together with
         its DNA/MVA vaccine. One of these, GM-CSF, is a protein produced as a normal function of immune responses. GM-CSF
         has been used with success in non-human primate experiments wherein the rate for preventing infection by a total of twelve
         moderate dose challenges through the rectal site was increased. Specifically, using the DDMM regimen and a DNA vaccine
         co-expressing GM-CSF resulted in an increased protection rate from approximately 25% to 70%. This work is being funded
         by the NIH through an IPCAVD grant to GeoVax. Based on these encouraging results, we plan to pursue a second clinical
         program for the development of the next generation of our HIV/AIDS vaccines.


         Support from the Federal Government

               All of our Phase 1 human clinical trials to date, and our ongoing Phase 2a clinical trial, with the exception of the
         therapeutic clinical trial, have been conducted by the HVTN and funded by NIH-NIAID. Our responsibility for these clinical
         trials has been to provide sufficient supplies of vaccine materials and technical expertise when necessary.

               In September 2007, we were the recipient of the IPCAVD grant to support our HIV/AIDS vaccine program, which was
         subsequently amended such that the total award now totals approximately $19.4 million. This grant was awarded by the
         NIH-NIAID. The project period for the grant is over the five-year period that commenced in October 2007. The grant is
         subject to annual renewal with the latest grant award covering the period from 2010 through August 2011. Only meritorious
         HIV/AIDS prevention vaccine candidates are considered to receive an IPCAVD award. Candidate companies are highly
         scrutinized and must supply substantial positive AIDS vaccine data to support their application. IPCAVD grants are awarded
         on a competitive basis and are designed to support later stage vaccine research, development and human trials. We are
         utilizing this funding to further our HIV/AIDS vaccine development, optimization and production, including the GM-CSF
         adjuvant program.


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         Government Regulation

              Regulation by governmental authorities in the United States and other countries is a significant factor in our ongoing
         research and development activities and in the manufacture of our products under development. Complying with these
         regulations involves a considerable amount of time and expense.

              In the United States, drugs are subject to rigorous federal and state regulation. The Federal Food, Drug and Cosmetic
         Act, as amended, or the FDC Act, and the regulations promulgated thereunder, and other federal and state statutes and
         regulations govern, among other things, the testing, manufacture, safety, efficacy, labeling, storage, record keeping,
         approval, advertising and promotion of medications and medical devices. Product development and approval within this
         regulatory framework is difficult to predict, takes a number of years and involves great expense.

               The steps required before a pharmaceutical agent may be marketed in the United States include:

               • pre-clinical laboratory tests, in vivo pre-clinical studies and formulation studies;

               • the submission to the FDA of an IND application for human clinical testing which must become effective before
                 human clinical trials can commence;

               • adequate and well-controlled human clinical trials to establish the safety and efficacy of the product;

               • the submission of a New Drug Application to the FDA; and

               • FDA approval of the New Drug Application prior to any commercial sale or shipment of the product.

               Each of these steps is described further below.

              In addition to obtaining FDA approval for each product, each domestic manufacturing establishment must be registered
         with, and approved by, the FDA. Domestic manufacturing establishments are subject to biennial inspections by the FDA and
         must comply with the FDA’s Good Manufacturing Practices for products, drugs and devices.


            Pre-Clinical Testing

               Pre-clinical testing includes laboratory evaluation of chemistry and formulation, as well as cell culture and animal
         studies to assess the safety and potential efficacy of the product. Pre-clinical safety tests must be conducted by laboratories
         that comply with the FDA’s Good Laboratory Practices, or GLP. The results of pre-clinical testing are submitted to the FDA
         as part of the IND application and are reviewed by the FDA prior to the commencement of human clinical trials. Unless the
         FDA objects to an IND, the IND becomes effective 30 days following its receipt by the FDA.


            Clinical Trials

               Clinical trials involve the administration of the HIV vaccines to volunteers or to patients under the supervision of a
         qualified, medically trained principal investigator. Clinical trials are conducted in accordance with the GCP under protocols
         that detail the objectives of the trial, the parameters to be used to monitor safety and the efficacy criteria to be evaluated.
         Each protocol must be submitted to the FDA as part of the IND. Further, each clinical trial must be conducted under the
         auspices of an independent institutional review board at the institution where the trial will be conducted. The institutional
         review board will consider, among other things, ethical factors, the safety of human subjects and the possible liability of the
         institution.

                Clinical trials are typically conducted in three sequential phases, but the phases may overlap. In the Phase 1 clinical
         trial, the initial introduction of the product into healthy human subjects, the vaccine is tested for safety (including adverse
         side effects) and dosage tolerance. The Phase 2 clinical trial is the proof of principal stage and involves trials in a limited
         patient population to determine whether the product induces the desired effect (for vaccine this means immune responses)
         and to better determine optimal dosage. The continued identification of possible safety risks is also a focus. When there is
         evidence that the product may be effective and has an acceptable safety profile in Phase 2 clinical trials, Phase 3 clinical
         trials are undertaken to evaluate
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         clinical efficacy and to test for safety within an expanded patient population. Phase 3 trials are completed using multiple
         clinical study sites which are geographically dispersed. The manufacturer or the FDA may suspend clinical trials at any time
         if either believes that the individuals participating in the trials are being exposed to unacceptable health risks.


            New Drug Application and FDA Approval Process

             The results and details of the pre-clinical studies and clinical trials are submitted to the FDA in the form of a New Drug
         Application. If the New Drug Application is approved, the manufacturer may market the product in the United States.


            International Approval

              Whether or not the FDA has approved the drug, approval of a product by regulatory authorities in foreign countries
         must be obtained prior to the commencement of commercial sales of the drug in such countries. The requirements governing
         the conduct of clinical trials and drug approvals vary widely from country to country, and the time required for approval may
         be longer or shorter than that required for FDA approval.


         Other Regulations

              In addition to FDA regulations, our business activities may also be regulated by the Occupational Safety and Health
         Act, the Environmental Protection Act, the Toxic Substances Control Act, the Resource Conservation and Recovery Act and
         other present and potential future federal, state or local regulations. Violations of regulatory requirements at any stage may
         result in various adverse consequences, including regulatory delay in approving or refusal to approve a product, enforcement
         actions, including withdrawal of approval, labeling restrictions, seizure of products, fines, injunctions and/or civil or criminal
         penalties. Any product that we develop must receive all relevant regulatory approvals or clearances before it may be
         marketed.


         Competition

             There currently is no FDA licensed and commercialized HIV/AIDS vaccine or competitive vaccine available in the
         world market.

               There are several small and large biopharmaceutical companies pursuing HIV/AIDS vaccine research and development,
         including Novartis, Sanofi-Aventis, GlaxoSmithKline and the NIH Vaccine Research Center. Other HIV/AIDS vaccines are
         in varying stages of research, testing and clinical trials including those supported by the IAVI, the European Vaccine
         Initiative, and the South African AIDS Vaccine Initiative. Following the reported failure of the vaccine developed by
         Merck & Co., Inc. in September 2007, Merck & Co., Inc.’s vaccine program and the NIH Vaccine Research Center vaccine
         program, both of which use Ad5 vectors, were placed on hold. Since then, the NIH Vaccine Research Center product has
         moved into an experimental Phase 2b clinical trial to learn more about immune responses and AIDS control. This clinical
         trial has been restricted to individuals who do not have high levels of antibodies to the Ad5 vector used in the vaccine
         (approximately 50% of U.S. citizens) and to men who are circumcised.

              In October 2009, the results from a Phase 3 community-based clinical trial in Thailand using a recombinant canarypox
         (designated ALVAC and produced by Sanofi Pasteur) as a priming vaccine and a bivalent mixture of the gp120 subunit of
         Env from HIV clades B and C (produced by Global Solutions for Infectious Diseases) as a protein booster vaccine were
         reported. In this clinical trial, protection against HIV infection at the rate of 31% was reported. This level of protection was
         significant in a “modified intent to treat” analysis in which the seven participants in the 16,500 person trial who had become
         infected by the day of the first inoculation were excluded. The results of this clinical trial are encouraging because they
         represent the first success of an AIDS vaccine in humans and demonstrate that a vaccine can provide protection against HIV
         infections.

              To our knowledge, none of our competitors’ products have been tested in large scale non-human primate trials that have
         included experimental infection through the rectal site and shown to induce levels of protection


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         or duration of protection comparable to that achieved using experimental prototypes of GeoVax’s vaccines. Furthermore,
         many of our competitors’ vaccine development programs require vaccine compositions which are more complicated than
         ours. For these reasons, we believe that it may be possible for our vaccine to compete successfully in the marketplace if
         licensed.

              Overall, the biopharmaceutical industry is competitive and subject to rapid and substantial technological change.
         Developments by others may render our proposed vaccination technologies noncompetitive or obsolete, or we may be unable
         to keep pace with technological developments or other market factors. Technological competition in the industry from
         pharmaceutical and biotechnology companies, universities, governmental entities and others diversifying into the field is
         intense and is expected to increase. Many of the pharmaceutical companies that compete with us have significantly greater
         research and development capabilities than we have, as well as substantially more marketing, manufacturing, and financial
         resources. In addition, acquisitions of, or investments in, small pharmaceutical or biotechnology companies by such large
         corporations could increase their research, financial, marketing, manufacturing and other resources. Competitor technologies
         may ultimately prove to be safer, more effective or less costly than any vaccine that we develop.

              FDA and other regulatory approvals of our vaccines have not yet been obtained and we have not yet generated any
         revenues from product sales. Our future competitive position depends on our ability to obtain FDA and other regulatory
         approvals of our vaccines and to license or sell the vaccines to third parties on favorable terms.


         Intellectual Property

              We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our
         proprietary rights are described by valid and enforceable patents or are effectively maintained as trade secrets. Accordingly,
         we are pursuing and will continue to pursue patent protection for our proprietary technologies developed through our
         collaborations with Emory University, the NIH, and the CDC, or developed by us alone. Patent applications have been filed
         with the U.S. Patent and Trademark Office and in specific international markets (countries). Patent applications include
         provisions to cover our DNA and MVA based HIV vaccines, their genetic inserts expressing multiple HIV protein
         components, composition, structure, claim of immunization against multiple subtypes of HIV, routes of administration,
         safety and other related factors. Patent claims filed for our vaccines include provisions for their therapeutic and prophylactic
         use against HIV and smallpox.

              We are the exclusive, worldwide licensee of a number of patents and patent applications, which we refer to as the
         Emory Technology, owned, licensed or otherwise controlled by Emory University for HIV or smallpox vaccines pursuant to
         a License Agreement originally entered into on August 23, 2002 and restated on June 23, 2004, which we refer to as the
         Emory License. Through the Emory License we are also a non-exclusive licensee of four issued United States patents owned
         by the NIH related to the ability of our MVA vector vaccine to operate as a vehicle to deliver HIV virus antigens, and also to
         induce an immune response in humans. The four issued United States patents owned by the NIH expire in 2023. All of our
         obligations with respect to the NIH-owned MVA patents are covered by the Emory License. In addition to the issued United
         States patents owned by the NIH, and a recently issued patent owned by Emory University, there are five pending United
         States patent applications, 29 issued or pending patents in countries other than the United States. The Emory License expires
         on the expiration date of the last to expire of the patents licensed thereunder including those that are issued on patents
         currently pending. We will not know the final termination date of the Emory License until such patents are issued. The
         Company may terminate the Emory University License upon 90 days’ written notice. The Emory License also contains
         standard provisions allowing Emory University to terminate upon breach of contract by the Company or upon the
         Company’s bankruptcy.

               The Emory License, among other contractual obligations, requires payments based on the following:

               • Milestone Payments. An aggregate of $3,450,000 is potentially due to Emory University in the future upon the
                 achievement of clinical development and regulatory approval milestones as defined in the Emory License. To date,
                 we have paid a nominal milestone fee upon entering Phase 2 clinical trials for our preventative HIV/AIDS vaccine.


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               • Maintenance Fees. The Company has achieved the specified milestones and met its obligations with regard to the
                 related payments, and no maintenance fees are (or will be) owed to Emory University.

               • Royalties. Upon commercialization of products covered by the Emory License, we will owe royalties to Emory
                 University of between 5% and 7.5%, depending on annual sales volume, of net sales made directly by GeoVax. The
                 Emory License also requires minimum annual royalty payments of $3 million in the third year following product
                 launch, increasing annually to $12 million in the sixth year.

               • Sublicense Royalties. In the event that we sublicense a covered product to a third party, we will owe royalties to
                 Emory University based on all payments, cash or noncash, that we receive from our sublicensees. Those royalties
                 will be 19% of all sublicensing consideration we receive prior the first commercial sale of a related product.
                 Commencing with the first commercial sale, the royalty owed to Emory University will be 27.5% of all sublicensing
                 consideration we receive.

               • Patent Reimbursements. During the term of the Emory License we are obligated to reimburse Emory University
                 for ongoing third party costs in connection with the filing, prosecution and maintenance of patent applications
                 subject to the Emory License. The expense associated with these ongoing patent cost reimbursements to Emory
                 University amounted to $85,673, $102,141, and $243,653 for the years ended December 31, 2009, 2008 and 2007,
                 respectively.

              We may only use the Emory Technology for therapeutic or prophylactic HIV or smallpox vaccines. Emory University
         also reserved the right to use the Emory Technology for research, educational and non-commercial clinical purposes. Due to
         the use of federal funds in the development of the Emory Technology, the U.S. Government has the irrevocable, royalty-free,
         paid-up right to practice and have practiced certain patents throughout the world, should it choose to exercise such rights.

               We are not a party to any litigation, opposition, interference, or other potentially adverse proceeding with regard to our
         patent positions. However, if we become involved in litigation, interference proceedings, oppositions or other intellectual
         property proceedings, for example as a result of an alleged infringement or a third-party alleging an earlier date of invention,
         we may have to spend significant amounts of money and time and, in the event of an adverse ruling, we could be subject to
         liability for damages, invalidation of our intellectual property and injunctive relief that could prevent us from using
         technologies or developing products, any of which could have a significant adverse effect on our business, financial
         conditions or results of operations. In addition, any claims relating to the infringement of third-party proprietary rights, or
         earlier date of invention, even if not meritorious, could result in costly litigation, lengthy governmental proceedings, divert
         management’s attention and resources and require us to enter royalty or license agreements which are not advantageous if
         available at all.

               We are also the exclusive licensee of five patents from MFD, Inc., which we refer to as the MFD Patents, pursuant to a
         license agreement dated December 26, 2004 with MFD, Inc., which we refer to as the MFD license agreement, related to
         certain manufacturing processes used in the production of our vaccines. Pursuant to the MFD license agreement, we obtained
         a fully paid, worldwide, irrevocable, exclusive license in and to the MFD Patents to use, market, offer for sale, sell, lease and
         import any AIDS and smallpox vaccine made with GeoVax Technology, as such term is defined in the MFD license
         agreement, and non-exclusive rights for other products. The term of the MFD license agreement ends on the expiration date
         of the last to expire of the MFD Patents, one of which expires in 2017. The license granted also extends to any and all
         current or future customers of GeoVax the right to commercially practice the GeoVax Technology, as such term is defined in
         the MFD license agreement, or any portion thereof. The license also extends to any and all current or future GeoVax Users,
         as such term is defined in the MFD license agreement, the right to use any GeoVax Technology, as such term is defined in
         the MFD license agreement.

              In addition to patent protection, we also attempt to protect our proprietary products, processes and other information by
         relying on trade secrets and non-disclosure agreements with our employees, consultants and certain other persons who have
         access to such products, processes and information. Under these agreements, all inventions conceived by employees are our
         exclusive property. Nevertheless, there can be no assurance that


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         these agreements will afford significant protection against misappropriation or unauthorized disclosure of our trade secrets
         and confidential information.

              We cannot be certain that any of the current pending patent applications we have licensed, or any new patent
         applications we may file or license, will ever be issued in the United States or any other country. Even if issued, there can be
         no assurance that those patents will be sufficiently broad to prevent others from using our products or processes.
         Furthermore, our patents, as well as those we have licensed or may license in the future, may be held invalid or
         unenforceable by a court, or third parties could obtain patents that we would need to either license or to design around,
         which we may be unable to do. Current and future competitors may have licensed or filed patent applications or received
         patents, and may acquire additional patents or proprietary rights relating to products or processes competitive to ours. In
         addition, any claims relating to the infringement of third-party proprietary rights, or earlier date of invention, even if not
         meritorious, could result in costly litigation, lengthy governmental proceedings, divert management’s attention and resources
         and require us to enter royalty or license agreements which are not advantageous to us, if available at all.


         Manufacturing

              We do not have the facilities or expertise to manufacture any of the clinical or commercial supplies of any of our
         products. To be successful, our products must be manufactured in commercial quantities in compliance with regulatory
         requirements and at an acceptable cost. To date, we have not commercialized any products, nor have we demonstrated that
         we can manufacture commercial quantities of our product candidates in accordance with regulatory requirements. If we
         cannot manufacture products in suitable quantities and in accordance with regulatory standards, either on our own or through
         contracts with third parties, it may delay clinical trials, regulatory approvals and marketing efforts for such products. Such
         delays could adversely affect our competitive position and our chances of achieving profitability. We cannot be sure that we
         can manufacture, either on our own or through contracts with third parties, such products at a cost or in quantities which are
         commercially viable.

               We currently rely and intend to continue to rely on third-party contract manufacturers to produce vaccines needed for
         research and clinical trials. We have entered into arrangements with third party manufacturers for the supply of our DNA
         and MVA vaccines for use in our planned clinical trials. These suppliers operate under the FDA’s Good Manufacturing
         Practices and similar regulations of the European Medicines Agency. We anticipate that these suppliers will be able to
         provide sufficient vaccine supplies to complete our currently planned clinical trials. Various contractors are generally
         available in the United States and Europe for manufacture of vaccines for clinical trial evaluation, however, it may be
         difficult to replace existing contractors for certain manufacturing and testing activities and costs for contracted services may
         increase substantially if we switch to other contractors.


         Research and Development

              Our expenditures for research and development activities were approximately $4,069,000, $3,741,000 and $1,757,000
         during the years ended December 31, 2009, 2008 and 2007, respectively. As our vaccines continue to go through the process
         to obtain regulatory approval, we expect our research and development costs to continue to increase significantly as even
         larger human clinical trials proceed in the United States and foreign countries. We have not yet formulated any plans for
         marketing and sales of any vaccine candidate we may successfully develop. Compliance with environmental protection laws
         and regulations has not had a material effect on our capital expenditures, earnings or competitive position to date.


         Properties

             We lease approximately 8,400 square feet of office and laboratory space located at 1900 Lake Park Drive, Suite 380,
         Smyrna, Georgia under a 62 month lease agreement which began November 1, 2009.


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         Legal Proceedings

              We are not currently a party to any material legal proceedings. We may from time to time become involved in various
         legal proceedings arising in the ordinary course of business.


         Employees

              As of October 31, 2010, we had 12 full-time and three part-time employees. None of our employees are covered by
         collective bargaining agreements and we believe that our employee relations are good.


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                                                DIRECTORS AND EXECUTIVE OFFICERS


         Directors and Executive Officers

               The following table sets forth certain information with respect to our directors and executive officers.


         Nam                                                                                           Current
         e                                                        Age                                  Position


         Donald G. Hildebrand                                      69     Chairman of the Board of Directors
         Robert T. McNally, Ph.D.                                  62     President and Chief Executive Officer, Director
         Mark J. Newman, Ph.D.                                     55     Vice President, Research and Development
         Mark W. Reynolds, CPA                                     49     Chief Financial Officer and Corporate Secretary
         Harriet L. Robinson, Ph.D.                                72     Chief Scientific Officer, Director
         Steven S. Antebi(1)(2)                                    67     Director
         David A. Dodd(1)(3)                                       61     Director
         Dean G. Kollintzas(1)(2)(3)                               37     Director
         John N. Spencer, Jr., CPA(2)(3)                           70     Director


           (1) Member of the Compensation Committee of the Board of Directors.

           (2) Member of the Audit Committee of the Board of Directors.

           (3) Member of the Nominating and Governance Committee of the Board of Directors.

               Donald G. Hildebrand. Mr. Hildebrand joined the Board of Directors as Chairman and became our President and
         Chief Executive Officer upon consummation of the merger with GeoVax, Inc. in September 2006. Effective April 1, 2008,
         upon the appointment of Dr. Robert T. McNally as our President and Chief Executive Officer, Mr. Hildebrand executed a
         consulting agreement with the Company and remained as Chairman of the Board. Mr. Hildebrand is a founder of GeoVax,
         Inc., our wholly-owned subsidiary, and served as its President and Chief Executive Officer and as a member of its Board of
         Directors from its inception in 2001 to April 2008. Prior to founding GeoVax, Mr. Hildebrand was North American
         President and Chief Executive Officer of Rhone Merieux, Inc., a subsidiary of Rhone Merieux, S.A., a world leader in the
         biopharmaceutical and animal health industries. In 1997, Mr. Hildebrand also became Global Vice President of Merial
         Limited, a position that he held until retiring in 2000. Mr. Hildebrand received his bachelor of science in microbiology from
         the University of Wisconsin. The Board of Directors has concluded that Mr. Hildebrand should serve on the Board of
         Directors by virtue of his prior experience in the vaccine industry and his intimate knowledge of the Company’s history and
         technology resulting from his prior service as its President and Chief Executive Officer.

              Robert T. McNally, Ph.D. Dr. McNally joined the Board of Directors in December 2006 and was appointed as our
         President and Chief Executive Officer effective April 1, 2008. From 2000 to March 2008, Dr. McNally served as Chief
         Executive Officer of Cell Dynamics LLC, a cGMP laboratory services company. Previously, Dr. McNally was Senior Vice
         President of Clinical Research for CryoLife, Inc., a pioneering company in transplantable human tissues. Dr. McNally is a
         Fellow of the American Institute for Medical and Biological Engineering, serves on the advisory boards of the Petit Institute
         for Bioengineering and Dupree College of Management at the Georgia Institute of Technology, and is a former Chairman of
         Georgia Bio, a trade association. Dr. McNally graduated with a Ph.D. in biomedical engineering from the University of
         Pennsylvania. The Board of Directors has concluded that Dr. McNally should serve on its Board of Directors by virtue of his
         prior business and scientific experience, including his experience as Chief Executive Officer of Cell Dynamics, LLC and as
         Senior Vice President of Clinical Research for CryoLife, Inc., and due to his intimate involvement with the Company’s
         ongoing operations as its President and Chief Executive Officer.

              Mark J. Newman, Ph.D. Dr. Newman joined the Company as Vice President, Research and Development in January
         2010. Prior to joining GeoVax, Dr. Newman served in similar positions at PaxVax, Inc. (from March 2009 to December
         2009), Pharmexa A/S (from January 2006 to December 2008), and Epimmune, Inc. (from February 1999 to December
         2005). He has also served in senior scientific management roles at Vaxcel, Inc., Apollon, Inc. and Cambridge Biotech Corp.
         Dr. Newman’s experience includes directing research, pre-
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         clinical development and early stage clinical testing of protein, peptide, plasmid DNA and viral vectored vaccines and
         multiple vaccine adjuvants. He has co-authored more than 100 scientific papers, reviews and book chapters during his
         professional career, and is a named co-inventor on six issued U.S. patents and one European patent, all related to vaccine
         technologies. He has also been awarded multiple federal government and foundation grants and contracts to support research
         and early stage clinical development in the field of vaccines. Dr. Newman is a graduate of the Ohio State University (B.Sc.
         and M.Sc.) and received his Ph.D. in Immunology from the John Curtin School of Medical Research, the Australian National
         University. He completed four years of post-doctoral training at Cornell University, the National Cancer Institute, and the
         NIH and served as a full time member of the Louisiana State University faculty prior to joining the biotech industry.

               Mark W. Reynolds, CPA Mr. Reynolds joined the Company on a part-time basis in October 2006 as Chief Financial
         Officer and Corporate Secretary, becoming a full-time employee in January 2010. From 2003 to 2006, before being named
         Chief Financial Officer of GeoVax Labs, Inc., Mr. Reynolds provided financial and accounting services to GeoVax, Inc. as
         an independent contractor. From 2004 to 2008, Mr. Reynolds served as Chief Financial Officer for Health Watch Systems,
         Inc. a privately-held company in the consumer healthcare industry. From 2004 to 2006, he served as Chief Financial Officer
         for Duska Therapeutics, Inc., a publicly-held biotechnology company. From 1988 to 2002, Mr. Reynolds was first Controller
         and later Chief Financial Officer and Corporate Secretary of CytRx Corporation, a publicly-held biopharmaceutical
         company. Mr. Reynolds began his career as an auditor with Arthur Andersen & Co. from 1985 to 1988. He is a certified
         public accountant and earned a masters of accountancy degree from the University of Georgia.

               Harriet L. Robinson, Ph.D. Dr. Robinson joined the Company as Senior Vice President, Research and Development
         on a part-time basis in November 2007 and on a full-time basis in February 2008, and was elected to the Board of Directors
         in June 2008. She is a co-founder of GeoVax, Inc. and has served as chief of its scientific advisory board since formation of
         the company in 2001. From 1999 to February 2008, Dr. Robinson served as the Asa Griggs Candler Professor of
         Microbiology and Immunology at Emory University in Atlanta, Georgia, and from 1998 to February 2008 as Chief, Division
         of Microbiology and Immunology, Yerkes National Primate Center and Professor at the Emory University School of
         Medicine. She was Professor, Department of Microbiology & Immunology, at the University of Massachusetts Medical
         Center from 1988 to 1997 and Staff, then Senior, then Principal Scientist at the University of Massachusetts Worcester
         Foundation for Experimental Biology from 1977 to 1987. She was also a National Science Foundation Postdoctoral Fellow
         at the Virus Laboratory, University of California, Berkeley, from 1965 to 1967. Dr. Robinson received a bachelor of arts
         degree from Swarthmore College and M.S. and Ph.D. degrees from the Massachusetts Institute of Technology. The Board of
         Directors has concluded that Dr. Robinson should serve on its Board of Directors by virtue of her extensive knowledge of
         the Company’s technology as its scientific founder.

              Steven S. Antebi. Mr. Antebi joined the Board of Directors in March 2010. During the last five years, he has served as
         President of Maple Capital Management, a fund focusing on debt and equity investments in North America (May 2007 to
         present), President and Chief Executive Officer of Galileo Partners LLC (2006 to present), and President of Blue and Gold
         Enterprises Inc. (2002-2009), funds that invest in registered direct investments, PIPE transactions, private placements, and
         open market equity transactions. Prior to that, he served for twenty years in various senior positions at Bear Stearns and
         Company, including institutional sales, trading the firm’s capital in the over the counter market, syndicate distribution, and
         outside investment banking. He has served as a member of the Board of Governors of Cedars Sinai Medical Center in Los
         Angeles, California, one of the largest hospital/research centers in the world, for over ten years. He serves as Chairman of
         the Board of Epinex Diagnostic Inc., a late stage development company, creating a rapid diagnostic system for testing
         glycated albumen in diabetics. Mr. Antebi is also the Chairman of the Board of the Royalty Review Council, a company
         doing royalty accounting for web casting and digital media, covering all five major record labels. The Board of Directors
         concluded that Mr. Antebi should serve on the Board of Directors because of his substantial experience in finance and his
         experience in healthcare and technology.

             David A. Dodd. Mr. Dodd joined the Board of Directors in March 2010. He is the Chief Executive Officer of
         RiversEdge BioVentures, an investment and advisory firm focused on the life sciences and


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         pharmaceuticals industries, which he founded in 2009. He has more than 35 years of executive experience in the healthcare
         industry. From December 2007 to June 2009, Mr. Dodd was President, Chief Executive officer and Chairman of
         BioReliance Corporation, an organization that provided biological safety testing, viral clearance testing, genetic and
         mammalian technology testing and laboratory animal diagnostic services testing. From October 2006 to April 2009, he
         served as non-executive chairman of Stem Cell Sciences Plc. Before that, Mr. Dodd served as President, Chief Executive
         Officer and Director of Serologicals Corporation (Nasdaq: SERO) before it was sold to Millipore Corporation in July 2006
         for $1.5 billion. For five years prior to this, Mr. Dodd served as President and Chief Executive Officer of Solvay
         Pharmaceuticals, Inc. and Chairman of its subsidiary Unimed Pharmaceuticals, Inc. The Board of Directors concluded
         Mr. Dodd should serve on the Board of Directors due to his experience in the pharmaceutical industry, as well as his
         background in general management, business transformation, corporate partnering, and mergers and acquisitions.

               Dean G. Kollintzas. Mr. Kollintzas joined the Board of Directors upon consummation of the merger with GeoVax,
         Inc. in September 2006. Since 2001 Mr. Kollintzas has been an intellectual property attorney specializing in biotechnology
         and pharmaceutical licensing, FDA regulation, and corporate/international transactions. Mr. Kollintzas received a
         microbiology degree from the University of Illinois and a J.D. from Franklin Pierce Law Center. He is a member of the
         Wisconsin and American Bar Associations. Since 2004, Mr. Kollintzas has owned and operated a restaurant in Joliet, Illinois
         called The Metro Grill. The Board of Directors has concluded that Mr. Kollintzas should serve on the Board of Directors by
         virtue of his experience with intellectual property matters, biotechnology and pharmaceutical licensing, and FDA regulation.

              John N. (Jack) Spencer, Jr., CPA Mr. Spencer joined the Board of Directors upon consummation of the merger with
         GeoVax, Inc. in September 2006. Mr. Spencer is a certified public accountant and was a partner of Ernst & Young where he
         spent more than 38 years until he retired in 2000. Mr. Spencer also serves as a director SurgiVigon, Inc., a medical device
         company, where he also chairs the audit committee, and served as a director of Firstwave Technologies (Nasdaq:FSTW)
         from November 2003 until April of 2009. He also serves as a consultant to various companies primarily relating to financial
         accounting and reporting matters. Mr. Spencer received a bachelor of science degree from Syracuse University, and he
         earned an M.B.A. degree from Babson College. He also attended the Harvard Business School advanced management
         program. The Board of Directors has concluded that Mr. Spencer should serve on the Board of Directors by virtue of his
         experience at Ernst & Young where he was the partner in charge of that firm’s life sciences practice for the southeastern
         United States, and his clients included a large number of publicly-owned and privately-held medical technology companies,
         together with his continuing expertise as a director of, and a consultant to, other publicly owned and privately held
         companies.


         Compensation Committee Interlocks and Insider Participation

              During the fiscal year ended December 31, 2009, Mr. Kollintzas, Mr. Spencer and Mr. Tsolinas (a former director)
         served on our Compensation Committee. None of these individuals were officers or employees of the Company or any of its
         subsidiaries during the fiscal year ended December 31, 2009, nor at any time prior thereto. During the fiscal year ended
         December 31, 2009, none of the members of the Compensation Committee had any relationship with the Company requiring
         disclosure under Item 404 of Regulation S-K, and none of the Company’s executive officers served on the compensation
         committee (or equivalent), or the Board of Directors, of another entity whose executive officer(s) served on our Board of
         Directors or Compensation Committee.


                                           COMPENSATION DISCUSSION AND ANALYSIS

              In the paragraphs that follow, the Compensation Committee provides an overview and analysis of our compensation
         program and policies, the material compensation decisions made under those programs and policies with respect to our
         executive officers, and the material factors considered in making those decisions.

              The Compensation Committee reviews, analyzes and approves the compensation of our senior executive officers,
         including the “Named Executive Officers” listed in the tables that follow this Compensation Discussion and Analysis. The
         Named Executive Officers for 2009 include our chief executive officer, our chief


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         financial officer, and the two other individuals who served as executive officers during 2009 and whose total compensation
         for 2009 exceeded $100,000, calculated in accordance with the rules and regulations of the SEC. Our Named Executive
         Officers for 2009 were:

               • Robert T. McNally, President and Chief Executive Officer

               • Mark W. Reynolds, Chief Financial Officer

               • Harriet L. Robinson, Chief Scientific Officer

               • Andrew Kandalepas, our former Senior Vice-President

              The tables that follow this Compensation Discussion and Analysis contain specific data about the compensation earned
         or paid in 2009 to the Named Executive Officers. The discussion below is intended to help you understand the detailed
         information provided in the compensation tables and put that information into the context of our overall compensation
         program.


         Objectives of Our Compensation Program

              In general, we operate in a marketplace where competition for talented executives is significant. The biopharmaceutical
         industry is highly competitive and includes companies with far greater resources than ours. We are engaged in the long-term
         development of drug candidates without the benefit of significant current revenues, and therefore our operations involve a
         high degree of risk and uncertainty. This level of risk and uncertainty may make it difficult to retain talented executives.
         Nevertheless, continuity of personnel across multi-disciplinary functions is critical to the success of our business.
         Furthermore, since we have relatively few employees, each must perform a broad scope of functions, and there is very little
         redundancy in skills.

               The objectives of our compensation program for our executive officers and other employees are to provide competitive
         cash compensation, health, and retirement benefits, as well as long-term equity incentives that offer significant reward
         potential for the risks assumed and for each individual’s contribution to our long-term performance. Although the
         Compensation Committee seeks to pay salaries and bonuses sufficient to hire and retain talented individuals, the
         Compensation Committee also believes, based on its subjective perception of their skills, that many of its employees could
         earn somewhat higher cash compensation at other companies, and seeks to address this concern by making stock option
         grants at a somewhat higher level than it would if the salaries and bonuses were higher. Individual performance is measured
         subjectively taking into account Company and individual progress toward overall corporate goals, as well as each
         individual’s skills, experience, and responsibilities, together with corporate and individual progress in the areas of scientific
         innovation, regulatory compliance, business development, employee development, and other values designed to build a
         culture of high performance. No particular weight is assigned to these measures, and the Compensation Committee is of the
         view that much of the Company’s progress results from team effort. These policies and practices are based on the principle
         that total compensation should serve to attract and retain those executives and employees critical to our overall success and
         are designed to reward executives for their contributions toward business performance that enhances stockholder value.


         Role of the Compensation Committee

               Our Compensation Committee assists our Board of Directors in discharging its responsibilities relating to the
         compensation of our executive officers. As such, the Compensation Committee has responsibility over certain matters
         relating to the fair and competitive compensation of our executives, employees and directors (only non-employee directors
         are compensated as directors) as well as matters relating to equity-based benefit plans. Each of the members of our
         Compensation Committee is independent in accordance with the criteria of independence set forth in Rule 5605(a)(2) of the
         Nasdaq Listing Rules and Rule 803(A)(2) of the NYSE Amex Listing Requirements. We believe that their independence
         from management allows the members of the Compensation Committee to provide unbiased consideration of various
         elements that could be included in an executive compensation program and apply independent judgment about which
         elements best achieve our compensation objectives. Pursuant to its charter as in effect prior to March 2010, the
         Compensation Committee was charged specifically with reviewing and determining annually the compensation of our Chief
         Executive


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         Officer, approving special bonus payments and perquisites paid to and other special compensation or benefit arrangements
         with executive officers, and approving (subject to approval of the Board of Directors) recommendations by the Chief
         Executive Officer with respect to grants under our stock option plan and any other equity-based plan we might adopt in the
         future. Subject to approval of the Board of Directors, the Compensation Committee also set salaries and determines bonuses,
         sometimes referred to as cash incentive awards, for the Company’s employees. The Compensation Committee gave due
         consideration to the Chief Executive Officer’s recommendations and could change them prior to recommending them to the
         Board of Directors. The Compensation Committee did not exercise the authority granted to it by its charter to approve a pool
         of options and other discretionary awards to be used by the Chief Executive Officer.

            In March 2010, the Compensation Committee and the Board of Directors approved a new charter for the Compensation
         Committee. Pursuant to the new charter, the Compensation Committee is responsible for, among other things:

               • reviewing the Company’s overall compensation philosophy and strategy;

               • evaluating and determining the compensation of the Chief Executive Officer;

               • evaluating and setting, in conjunction with the Chief Executive Officer, the compensation of other officers;

               • reviewing and approving the annual Compensation Discussion and Analysis;

               • evaluating and approving the components and amounts of compensation of the Company’s employees;

               • evaluating, considering and approving, in its discretion, the Company’s equity-based compensation plans, as well as
                 grants and awards made under any such plans to persons other than the Chief Executive Officer and submitting them
                 to the Board of Directors for its consideration and approval;

               • approving, with sole and exclusive authority, grants and awards made to the Company’s Chief Executive Officer
                 under the Company’s equity-based compensation plans;

               • evaluating, considering and approving, in its discretion, compensation for non-employee members of the Board of
                 Directors; and

               • managing and controlling the operation and administration of the Company’s stock option plans.


         Elements of Compensation

               To achieve the objectives described above, the three primary compensation elements used for executive officers are
         base salary, cash bonus, and stock option awards. We believe that these three elements are the most effective combination in
         motivating and retaining our executive officers at this stage in our development. The Compensation Committee has not
         utilized other companies for benchmarking purposes because it believes that those businesses which would be most
         comparable to GeoVax are either privately held or divisions of very large medical products companies.


            Base Salary

              Our philosophy is to maintain executive base salary at a competitive level sufficient to recruit and retain individuals
         possessing the skills and capabilities necessary to achieve our goals over the long term. Base salaries provide our executive
         officers with a degree of financial certainty and stability and also reward individual achievements and contributions.


            Cash Bonus

              Annual cash incentive awards motivate our executive officers to contribute toward the achievement of corporate goals
         and objectives. Generally, every employee is eligible to earn an annual cash incentive award, promoting alignment and
         pay-for-performance at all levels of the organization. The Company does not have a formalized cash incentive award plan,
         and awards are based on the subjective recommendation of the President
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         and Chief Executive Officer (except as to the Chief Executive Officer’s cash bonus) and on the Compensation Committee’s
         subjective judgment.


            Stock Option Awards

                Stock option awards are a fundamental element in our executive compensation program because they emphasize our
         long-term performance, as measured by creation of stockholder value, and align the interests of our stockholders and
         management. In addition, the Compensation Committee believes they are crucial to a competitive compensation program for
         executive officers, and they act as a powerful retention tool. In our current pre-commercial state, we view the Company as
         still facing a significant level of risk, but with the potential for a high reward over a period of time, and therefore we believe
         that stock incentive awards are appropriate for executive officers. These awards are provided through initial grants at or near
         the date of hire and through subsequent, periodic grants. The initial grant is typically larger than subsequent, periodic grants
         and is intended to motivate the officer to make the kind of decisions and implement strategies and programs that will
         contribute to an increase in our stock price over time. Subsequent periodic stock option awards may be granted to reflect
         each executive officer’s ongoing contributions to the Company, to create an incentive to remain at the Company, and to
         provide a long-term incentive to achieve or exceed our corporate goals and objectives. The Company does not have a
         formula for determining stock option awards. Awards are generally based on the subjective recommendation of the President
         and Chief Executive Officer and on the Compensation Committee’s subjective judgment. The Compensation Committee
         does not typically give much weight to the overall levels of stock and stock options owned by the Company’s executive
         officers and directors.


         Accounting and Tax Considerations

             The accounting and tax treatment of compensation generally has not been a factor in determining the amounts of
         compensation for the Company’s executive officers.

              Section 162(m) of the Internal Revenue Code of 1986, as amended, limits tax deductions of public companies on
         compensation paid to certain executive officers in excess of $1 million. The Compensation Committee considers the impact
         of Section 162(m) on its compensation decisions, but has no formal policy to structure executive compensation so that it
         complies with the requirements of Section 162(m) due to the overall level of compensation paid. In general, stock options
         granted under the Company’s 2006 Equity Incentive Plan, or the Plan, are intended to qualify under and comply with the
         “performance based compensation” exemption provided under Section 162(m), thus excluding from the Section 162(m)
         compensation limitation any income recognized by executives at the time of exercise of such stock options.

              Accounting principles generally accepted in the United States require us to recognize an expense for the fair value of
         equity-based compensation awards. The Compensation Committee is informed of the accounting implications of significant
         compensation decisions, especially in connection with decisions that relate to our equity incentive award plans, but has no
         formal policy to structure executive compensation to align accounting expenses of our equity awards with our overall
         executive compensation philosophy and objectives. The Compensation Committee has considered the impact of cash
         payments to its employees as compared to the costs it recognizes on an accrual basis when stock options are granted.


         Setting Executive Compensation

              Historically, we have not used quantitative methods or mathematical formulae in setting any element of executive
         compensation. We use discretion, guided in large part by the concept of pay-for-performance, and we consider all elements
         of an executive’s compensation package when setting each portion of compensation. There is no pre-established policy or
         target for the allocation between cash and equity incentive compensation, although the Compensation Committee believes its
         stock option grants are at a level that permits it to retain talented personnel at somewhat lower levels of cash compensation
         than these individuals might otherwise receive. Year-to-year changes in base salary have usually been relatively modest, and
         executive officer base salaries are within a relatively narrow range. The Compensation Committee considers relative levels
         of compensation among its various executive officers. Our annual cash incentive awards have generally been


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         modest. When made at all, the individual cash incentive awards have ranged from $10,000 to $15,000 over the last three
         years. Bonuses have usually been paid to all Named Executive Officers when they were paid at all. We may choose other
         compensation approaches if circumstances warrant.

              When determining compensation for a new executive officer, and when annually reviewing the compensation for our
         executive officers, factors taken into consideration are the individual’s skills, knowledge and experience, the individual’s
         past and potential future impact on our short-term and long-term success, the individual’s recent compensation levels in
         other positions, and any present and expected compensation information obtained from other prospective candidates
         interviewed during the recruitment process. In setting our executive compensation for 2009, no specific benchmarking
         activities were undertaken. We will generally make a grant of stock options when an executive officer joins us. Options are
         granted at no less than 100% of the fair market value on the date of grant. In determining the size of an initial stock option
         grant to an executive officer, we primarily consider company performance and the individual’s scope of responsibility. For
         periodic grants, we also consider the Company’s and the individual’s continuing performance and the recommendations of
         the Chief Executive Officer, all on a subjective basis. Since the stock option grant is meant to be a retention tool, we also
         consider the importance to stockholders of that person’s continued service. Stock option grants to executives generally vest
         over a period of three years.

             The Compensation Committee annually reviews and determines the compensation for our Chief Executive Officer.
         Each year, recommendations for the compensation for other executive officers (other than himself) are prepared by the Chief
         Executive Officer and are reviewed with the Compensation Committee and modified by it where appropriate.

              In order to assess the performance of a full calendar year, annual cash incentive and stock option awards are generally
         determined in December of each year. We do not currently have any program, plan or practice in place to time stock option
         grants to our executives or other employees in coordination with the release of material non-public information.

              As part of our executive compensation review conducted annually in December, we review a tally sheet prepared by the
         President and Chief Executive Officer setting forth all components of total compensation to our Named Executive Officers
         and all other employees. The tally sheet includes current and proposed base salary, proposed annual cash incentive awards
         and historical, as well as proposed, stock option awards. Post-termination pay under employment agreements to which our
         executive officers are parties is not considered to be material at the present time. These tools are employed by the
         Compensation Committee both in reviewing individual compensation awards and as a useful check on total compensation.
         These tools also show the effect of compensation decisions made over time on the total annual compensation to a Named
         Executive Officer and allow the Compensation Committee to review historical amounts for comparative purposes.

             We considered whether our compensation policies and practices create risks that are reasonably likely to have a
         material adverse effect on GeoVax, and concluded that they do not.


         2009 Executive Compensation

              In December 2008, using its subjective judgment as to the overall progress of the Company, skills, experience,
         responsibilities, achievements and historical compensation of each of the Named Executive Officers, the Compensation
         Committee established their salaries for 2009. At that time, Dr. McNally recommended that none of the Named Executive
         Officers receive a cash bonus for 2008 or salary increases for 2009, except that Mr. Reynolds should receive a salary
         increase in proportion to his increased time commitment to the business of the Company. Dr. McNally made this
         recommendation, and the Compensation Committee accepted it, partially in the interest of preserving the Company’s overall
         cash flow to the extent reasonably possible. Stock option grants were made at that time. The amount of compensation earned
         by each of the Named Executive Officers during fiscal 2009, 2008 and 2007 is shown in the Summary Compensation Table
         below.

              In December 2009, the Compensation Committee considered 2009 stock option grants and cash incentive awards as
         well as base salaries for 2010. The Compensation Committee considered the same factors it


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         considered in 2008, the overall progress of the Company, the skills, experience, responsibilities, achievements and historical
         compensation of each of the Named Executive Officers, in determining the award of cash bonuses and stock option grants
         for 2009 and salary levels for 2010. In its deliberations on executive compensation at its meeting in December 2009, the
         Compensation Committee considered the fact that, during the preceding year (at its meeting in December 2008) the
         Compensation Committee had accepted the recommendation from Dr. McNally that none of the Named Executive Officers
         receive a cash bonus for 2008 and that no salary increases would be effective for 2009, except as related to Mr. Reynolds
         with respect to a proportionate increase relative to his time commitment to the business of the Company. The Compensation
         Committee felt that, under the circumstances, it should increase the salaries of the Company’s executive officers, and
         decided to increase the salaries of the Company’s executive officers. The Compensation Committee reviewed the salary
         increases it had approved for the other employees of the Company and determined the average of the increases was
         approximately 6.3%. The Compensation Committee then increased executive officer salaries by 6.3%, with the exception of
         Dr. McNally, who received a 10% increase in salary. The Compensation Committee provided a higher salary to Dr. McNally
         because it felt that the Chief Executive Officer should be the most highly compensated executive.

               Robert T. McNally. Dr. McNally serves as our President and Chief Executive Officer pursuant to an employment
         agreement executed in April, 2008. In December 2009, the Compensation Committee awarded Dr. McNally a cash bonus of
         $15,000 and a stock option grant for 10,000 shares at an exercise price of $7.00 per share. The Compensation Committee
         also increased Dr. McNally’s annual base salary from $250,000 to $275,000 (a 10% increase), effective January 1, 2010.

              Mark W. Reynolds. Mr. Reynolds serves as our Chief Financial Officer pursuant to an employment agreement
         amended and restated effective January 2010. Pursuant to this agreement, and its predecessor agreement, during 2009,
         Mr. Reynolds provided services to the Company on a part-time basis (approximately 75%) and was paid an annualized
         salary of $150,000. In December 2009, the Compensation Committee awarded Mr. Reynolds a cash bonus of $10,000 and a
         stock option grant for 10,000 shares at an exercise price of $7.00 per share. The Compensation Committee also increased
         Mr. Reynolds’ annual base salary from $150,000 to $212,600 effective January 1, 2010. The increase in Mr. Reynolds’ base
         salary was determined based on (a) a proportional increase of $50,000 (33.3%) based on Mr. Reynolds increased time
         commitment from 75% to 100%, and (b) a merit increase of $12,600 (6.3%).

               Harriet L. Robinson. Dr. Robinson serves as our Chief Scientific Officer pursuant to an employment agreement
         executed in November 2008. In December 2009, the Compensation Committee awarded Dr. Robinson a cash bonus of
         $10,000 and a stock option grant for 10,000 shares at an exercise price of $7.00 per share. The Compensation Committee
         also increased Dr. Robinson’s annual base salary from $250,000 to $265,750 (a 6.3% increase), effective January 1, 2010.

             Andrew Kandalepas. Mr. Kandalepas served as our Senior Vice President until his resignation in July 2009. During
         2009, he received an annualized base salary of $225,000 pursuant to his employment agreement. During 2009, the
         Compensation Committee made no decisions with regard to Mr. Kandalepas’ compensation.


         Benefits Provided to Executive Officers

              We provide our executive officers with certain benefits that the Compensation Committee believes are reasonable and
         consistent with our overall compensation program. The Compensation Committee will periodically review the levels of
         benefits provided to our executive officers.

              Dr. McNally, Mr. Reynolds and Dr. Robinson are eligible for health insurance and 401(k) benefits at the same level and
         subject to the same conditions as provided to all other employees. The amounts shown in the Summary Compensation Table
         under the heading “Other Compensation” represent the value of the Company’s matching contributions to the 401(k)
         accounts of these executive officers. Executive officers did not receive any other perquisites or other personal benefits or
         property from the Company or any other source.


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         Employment Agreements

               Robert T. McNally. On March 20, 2008, GeoVax entered into an employment agreement with Robert T.
         McNally, Ph.D. to become our President and Chief Executive Officer effective April 1, 2008. The employment agreement
         has no specified term. The employment agreement provided for an initial annual salary of $200,000 to Dr. McNally, subject
         to periodic increases as determined by the Compensation Committee. The Board of Directors may also approve the payment
         of a discretionary bonus annually. Dr. McNally is eligible for grants of awards from the Plan and is entitled to participate in
         any and all benefits in effect from time-to-time for employees generally. We may terminate the employment agreement, with
         or without cause. If we terminate the employment agreement without cause, we will be required to provide Dr. McNally at
         least 60 days prior notice of the termination and one week of severance pay for each full year of service as President and
         Chief Executive Officer ($10,577 if terminated in fiscal 2010, paid as salary continuance). Dr. McNally may terminate the
         employment agreement at any time by giving us 60 days notice. In that event, he would not receive severance.

              Mark W. Reynolds. On February 1, 2008, GeoVax entered into an amended and restated employment agreement with
         Mark W. Reynolds, our Chief Financial Officer. The employment agreement has no specified term. The employment
         agreement provided for an initial annual salary of $115,000 to Mr. Reynolds, which was increased to $150,000 by the
         Compensation Committee and the Board of Directors effective January 1, 2009, commensurate with an increased time
         commitment provided by Mr. Reynolds (50% to 75%). The employment agreement was again amended and restated,
         effective January 1, 2010, to reflect a further adjustment for Mr. Reynolds time commitment (from 75% to 100%) together
         with a base salary increase to $212,600. The Board of Directors may also approve the payment of a discretionary bonus
         annually. Mr. Reynolds is eligible for grants of awards from the Plan and is entitled to participate in any and all benefits in
         effect from time-to-time for employees generally. We may terminate the employment agreement, with or without cause. If
         we terminate the employment agreement without cause, we will be required to provide Mr. Reynolds at least 60 days prior
         notice of the termination and one week of severance pay for each full year of service as Chief Financial Officer ($16,354 if
         terminated in fiscal 2010, paid as salary continuance). Mr. Reynolds may terminate the employment agreement at any time
         by giving us 60 days notice. In that event, he would not receive severance.

              Harriet L. Robinson. On November 19, 2007, GeoVax entered into an employment agreement with Harriet L.
         Robinson, our Chief Scientific Officer. The employment agreement has no specified term. The employment agreement
         provided for an initial base salary of $250,000 to Dr. Robinson, subject to periodic increases as determined by the
         Compensation Committee. Dr. Robinson initially worked part-time for the Company, and became a full-time employee in
         February 2008. The Board of Directors may also approve the payment of a discretionary bonus annually. Dr. Robinson is
         eligible for grants of awards from the Plan and is entitled to participate in any and all benefits in effect from time-to-time for
         employees generally. We may terminate the employment agreement, with or without cause. If we terminate the employment
         agreement without cause, we will be required to provide Dr. Robinson at least 90 days prior notice of the termination and
         one week of severance pay for each full year of service ($15,332 if terminated in fiscal 2010, paid as salary continuance).
         Dr. Robinson may terminate the employment agreement at any time by giving us 60 days notice. In that event, she would not
         receive severance.

               Andrew Kandalepas. On February 1, 2007, GeoVax entered into an employment agreement with Andrew Kandalepas,
         our Senior Vice President. The employment agreement had no specified term. The employment agreement provided for an
         initial annual salary of $210,000 to Mr. Kandalepas, subject to periodic increases as determined by the Compensation
         Committee. Mr. Kandalepas was also eligible for discretionary cash bonuses, grants of awards from the Plan and
         participation in any and all benefits in effect from time-to-time for employees generally. We could terminate the
         employment agreement, with or without cause. Effective June 30, 2009, Mr. Kandalepas resigned from our Board of
         Directors, and effective July 1, 2009, he resigned his position as Senior Vice President. We paid Mr. Kandalepas severance
         of $18,750.


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         Indemnification Agreements

              In October 2006 GeoVax Labs, Inc. and our subsidiary, GeoVax, Inc. entered into indemnification agreements with
         Messrs. McNally, Reynolds, Hildebrand, Kollintzas and Spencer. Pursuant to these agreements, we have agreed to
         indemnify them to the full extent permitted by Illinois and Georgia law against certain liabilities incurred by these
         individuals in connection with specified proceedings if they acted in a manner they believed in good faith to be in or not
         opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to
         believe that such conduct was unlawful. The agreements also provide for the advancement of expenses to these individuals
         subject to specified conditions.


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                                                  SUMMARY COMPENSATION TABLE

             The following table sets forth information concerning the compensation earned during the fiscal years ended
         December 31, 2009, 2008 and 2007 by our Named Executive Officers.


                                                                                           Option             All Other
         Name and Principal                            Salary           Bonus              Awards           Compensation              Total
         Position(1)                      Year          ($)              ($)                ($)(2)              ($)(3)                 ($)


         Robert T. McNally                2009      $ 250,000        $ 15,000          $    61,500          $        3,675       $ 330,175
           President and                  2008        175,000              —               391,100                   1,250         567,350
           Chief Executive Officer        2007             —               —                    —                       —               —
         Mark W. Reynolds                 2009        150,000          10,000               61,500                      94         221,594
           Chief Financial Officer        2008        120,740              —                45,500                      —          166,240
                                          2007         92,102          10,000              674,800                      —          776,902
         Harriet L. Robinson              2009        250,000          10,000               61,500                   3,675         325,175
           Chief Scientific Officer       2008        234,375              —               204,220                     313         438,908
                                          2007         14,904          10,000                   —                       —           24,904
         Andrew J. Kandalepas             2009        119,230              —                    —                   18,750         137,980
           Former Senior Vice
           President                      2008         225,000              —               45,500                     —             270,500
           (through July 1, 2009)         2007         205,288          10,000             604,800                     —             820,088


           (1) This table excludes Mark Newman, who joined GeoVax as Vice President, Research and Development in January
               2010.

           (2) Amounts shown in the “Option Awards” column represent the aggregate grant date fair value of awards computed in
               accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,
               Compensation — Stock Compensation or FASB ASC Topic 718. For a discussion of the various assumptions made
               and methods used for determining such amounts, see footnotes 2 and 7 to our 2009 consolidated financial statements
               contained in this prospectus. For 2008, the amount reported for Dr. Robinson includes $158,720, related to the
               extension of the exercise period of stock options granted in prior years. These stock options were originally granted
               with an exercise period of five to seven years and were to expire beginning in 2009. The extensions were made to
               adjust the exercise period to ten years from the original grant date, consistent with the current stock option grant
               policies of the Company. The extensions did not affect the vesting schedule of the grants because they were all fully
               vested at the time of the extensions.

           (3) Amounts shown in the “All Other Compensation” column represent employer contributions to the Company’s 401(k)
               retirement plan for Dr. McNally, Mr. Reynolds and Dr. Robinson, and for Mr. Kandalepas, the amount in this column
               represents the severance paid to him during the year ended December 31, 2009.


                                                  GRANTS OF PLAN-BASED AWARDS

            The following table sets forth option awards. No stock awards or non-equity incentive awards were granted to the
         Named Executive Officers for the year ended December 31, 2009.


                                                                         All Other Option
                                                                         Awards: Number                Exercise or
                                                                           of Securities              Base Price of           Grant Date Fair
                                                         Grant          Underlying Options           Option Awards           Value of Stock and
         Nam
         e                                                Date                   (#)                    ($/Sh)(1)            Option Awards(2)


         Robert T. McNally                               12/2/09                10,000                 $ 7.00                  $ 61,500
         Mark W. Reynolds                                12/2/09                10,000                   7.00                    61,500
         Harriet L. Robinson                             12/2/09                10,000                   7.00                    61,500
(1) The exercise price for options is the closing trading price of the common stock of the Company on the grant date. The
    grant date is determined by the Compensation Committee. All stock option grants during 2009 will vest and become
    exercisable in three equal annual installments on the first three anniversary dates of the grant date.


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           (2) Compensation expense is recognized for all share-based payments based on the grant date fair value estimated for
               financial reporting purposes. For a discussion of the various assumptions made and methods used for determining such
               amounts, see footnotes 2 and 7 to our 2009 consolidated financial statements contained in this prospectus.

             Additional discussion regarding material factors that may be helpful in understanding the information included in the
         Summary Compensation Table and Grants of Plan-Based Awards table is included above under “Compensation Discussion
         and Analysis.”


                                      OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

             The following table sets forth certain information with respect to unexercised options previously awarded to our Named
         Executive Officers as of December 31, 2009. There were no stock awards outstanding as of December 31, 2009.


                                                          Option Awards
                                          Number of Securities       Number of Securities
                                         Underlying Unexercised     Underlying Unexercised
                                               Options(#)                Options (#)            Option Exercise      Option Expiration
         Nam
         e                                     Exercisable                Exercisable              Price ($)               Date


         Robert T. McNally                            —                      10,000 (1)           $    7.00                12/2/19
                                                   3,333                      6,667 (2)                5.50               12/11/18
                                                  16,000                     32,000 (3)                8.50                6/17/18
                                                   6,667                      3,333 (4)                8.05                12/5/17
                                                  26,400                         —                    17.75                3/14/17
         Mark W. Reynolds                             —                      10,000 (1)                7.00                12/2/19
                                                   3,333                      6,667 (2)                5.50               12/11/18
                                                   6,667                      3,333 (4)                8.05                12/5/17
                                                  36,000                         —                    17.75                3/14/17
         Harriet L. Robinson                          —                      10,000 (1)                7.00                12/2/19
                                                   3,333                      6,667 (2)                5.50               12/11/18
                                                 177,913                         —                    2.004                 2/5/14


           (1) These stock options vest and become exercisable in three equal installments on December 2, 2010, 2011 and 2012.

           (2) These stock options vest and become exercisable in two equal installments on December 11, 2010 and 2011.

           (3) These stock options vest and become exercisable in two equal installments on June 17, 2010 and 2011.

           (4) These stock options vest and become exercisable on December 5, 2010.


         Potential Payments Upon Termination or Change-in-Control

              Under SEC rules, we are required to estimate and quantify the payment that would be payable at, following, or in
         connection with any termination, including without limitation resignation, severance, retirement or a constructive
         termination of each Named Executive Officer, or a change-in-control of the Company or a change in the Named Executive
         Officer’s responsibilities, with respect to each Named Executive Officer, as if the triggering event had occurred as of the last
         business day of the last fiscal year.

              The Plan contains provisions that could lead to an accelerated vesting of options or other awards. In the event of certain
         change-in-control transactions described in the Plan, (i) outstanding options or other awards under the Plan may be assumed,
         converted or replaced; (ii) the successor corporation may substitute equivalent options or other awards or provide
         substantially similar consideration to Plan participants as were provided to


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         stockholders (after taking into account the existing provisions of the options or other awards); or (iii) the successor
         corporation may replace options or awards with substantially similar shares or other property.

               In the event the successor corporation (if any) refuses to assume or substitute options or other awards as described
         (i) the vesting of any or all options or awards granted pursuant to the Plan will accelerate upon the change-in-control
         transaction, and (ii) any or all options granted pursuant to the Plan will become exercisable in full prior to the consummation
         of the change-in-control transaction at such time and on such conditions as the Compensation Committee determines. If the
         options are not exercised prior to the consummation of the change-in-control transaction, they shall terminate at such time as
         determined by the Compensation Committee. Subject to any greater rights granted to Plan participants under the Plan, in the
         event of the occurrence of a change-in-control transaction any outstanding options or other awards will be treated as
         provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets.

              If the Company experienced a change-in-control transaction described in the Plan on December 31, 2009, the value of
         accelerated options for each Named Executive Officer, based on the difference between $9.00, the closing price of our
         common stock on the OTC Bulletin Board on December 31, 2009, and, if lower, the exercise price per share of each option
         for which vesting would be accelerated for each Named Executive Officer, would be as follows: Dr. McNally — $62,500;
         Mr. Reynolds — $46,500 and Dr. Robinson — $43,333. Mr. Kandalepas resigned effective July 1, 2009 and held no
         outstanding options as of December 31, 2009.

               Additionally, our employment agreements with each Named Executive Officer provide for payment to each Named
         Executive Officer if we terminate such Named Executive Officer’s employment without cause. If each Named Executive
         Officer was terminated without cause on December 31, 2009, the following amounts, which represent one week of pay for
         each full year of service to the Company, would be payable to each Named Executive Officer as salary continuance under
         the terms of such Named Executive Officer’s employment agreement: Dr. McNally — $10,577; Mr. Reynolds — $16,354
         and Dr. Robinson — $15,332. Mr. Kandalepas resigned from our Board of Directors effective June 30, 2009 and resigned
         his position as Senior Vice President effective July 1, 2009. Mr. Kandalepas was paid severance of $18,750.


         Risk Assessment

               We considered whether our compensation policies and practices create risks that are reasonably likely to have a
         material adverse effect on GeoVax and concluded that they do not. We do not tie compensation to specific stock prices or
         milestones that might encourage risk taking to increase stock prices or meet specific milestones. When we have granted cash
         incentive awards, they have been retrospective or in relatively modest amounts so that they do not encourage inappropriate
         short-term risk taking. We give consideration to subjective elements when we determine salaries, bonuses, and option grants
         that help us evaluate employee productivity and contribution to the welfare of GeoVax and place less emphasis on
         short-term metrics or milestones that might encourage undue risk taking. When we use stock options, we require them to
         vest over a period of years so that their increase in value will be more closely associated with the long-term success of the
         Company.


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                                                        DIRECTOR COMPENSATION

               The following table sets forth information concerning the compensation earned for service on our Board of Directors
         during the fiscal year ended December 31, 2009 by each individual who served as a director at any time during the fiscal
         year.


                                                                                            Change
                                                                                          in Pension
                                      Fees                                 Non-Equity     Value and
                                    Earned or                               Incentive    Non-Qualified       All
                                     Paid in     Stock        Option          Plan         Deferred         Other
                                      Cash      Awards        Awards      Compensation   Compensation    Compensation         Total
         Nam
         e                             ($)        ($)         ($)(3)(4)       ($)          Earnings           ($)              ($)


         Donald Hildebrand(1)      $ 30,000      $—       $          —      $ —            $   —         $   57,600        $ 87,600
         Andrew
           Kandalepas(2)                  —        —               —            —              —                    —             —
         Dean Kollintzas              14,100       —           61,500           —              —                    —         75,600
         Robert T. McNally(2)             —        —               —            —              —                    —             —
         Harriet L. Robinson(2)           —        —               —            —              —                    —             —
         John Spencer                 28,500       —           61,500           —              —                    —         90,000
         Peter Tsolinas(5)            12,400       —           61,500           —              —                    —         73,900


           (1) The amount shown in the “All Other Compensation” column represents the amount paid to Mr. Hildebrand for the
               year ended December 31, 2009 pursuant to his consulting agreement with the Company. See “Certain Relationships
               and Related Transactions — Consulting Agreement with Donald Hildebrand”.

           (2) Dr. McNally, Dr. Robinson, and Mr. Kandalepas, who were employees of the Company during the fiscal year ended
               December 31, 2009, received no compensation for their service as directors. All amounts related to their compensation
               as Named Executive Officers during the fiscal year ended December 31, 2009 and prior years are included in the
               “Summary Compensation Table.” Mr. Kandalepas resigned as a director effective June 30, 2009 and resigned his
               position as Senior Vice President effective July 1, 2009.

           (3) Amounts shown in the “Option Awards” column represent the aggregate grant date fair value of awards computed in
               accordance with FASB ASC Topic 718. For a discussion of the various assumptions made and methods used for
               determining such amounts, see footnotes 2 and 7 to our 2009 consolidated financial statements contained in this
               prospectus. On December 2, 2009, Mr. Kollintzas, Mr. Spencer, and Mr. Tsolinas were each granted options to
               purchase 10,000 shares of our common stock, with an exercise price of $7.00 per share.

           (4) The table below shows the aggregate numbers of option awards outstanding for each non-employee director as of
               December 31, 2009. There were no stock awards outstanding for the non-employee directors as of December 31, 2009.


                                                                                                         Aggregate Option Awards
                                                                                                                Outstanding
                                                                                                          as of December 31, 2009
         Nam
         e                                                                                                           (#)


         Donald Hildebrand                                                                                          355,825
         Dean Kollintzas                                                                                             56,400
         John Spencer                                                                                                56,400
         Peter Tsolinas                                                                                              36,400

           (5) Mr. Tsolinas resigned as a director in June 2010.


         Director Compensation Plan
     In March 2007, the Board of Directors approved a recommendation from the Compensation Committee for director
compensation, which we refer to as the “Director Compensation Plan.” It was subsequently amended in March 2008 and
again in December 2009. The Director Compensation Plan applies only to non-


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         employee directors. Directors who are employees of the Company receive no compensation for their service as directors or
         as members of committees.


            Cash Fees

              For 2009, each non-employee director received an annual retainer of $2,000 (paid quarterly) for service as a member of
         the Audit Committee and $1,250 for service as a member of the Compensation Committee. The Chairman of the Audit
         Committee received an annual retainer of $9,000, and the Chairman of the Compensation Committee received an annual
         retainer of $6,000, which retainers were also paid quarterly. Non-employee directors also received fees for each Board of
         Directors or Committee meeting attended as follows: $1,500 per Board of Directors meeting, $1,000 per Committee meeting
         chaired, and $500 per Committee meeting attended as a non-chair member. Meetings attended telephonically were paid at
         lower rates ($750, $750 and $400, respectively). The non-employee Chairman of the Board received an annual retainer of
         $30,000 (paid quarterly) and was not entitled to additional fees for meetings attended.

               Effective January 1, 2010, the fees paid to non-employee directors for attending meetings of the Board of Directors
         were increased to $3,000 for in person meetings and $1,500 for telephonic meetings. Also, the annual cash retainer for
         members (non-chairman) of the Audit Committee was increased to $5,000, and the annual cash retainer for members
         (non-chairman) of the Compensation Committee was increased to $3,300. No changes were made to the annual cash retainer
         for the chairman of the Audit Committee or the Compensation Committee, nor were any changes made to the fees paid for
         attending committee meetings. The members and chairman of the newly formed Nominating and Governance Committee
         will receive the same compensation as members of the Compensation Committee.


            Stock Option Grants

              Non-employee directors each receive an automatic grant of options to purchase 26,400 shares of common stock on the
         date that such non-employee director is first elected or appointed. We currently do not have a formula for determining
         annual stock option grants to directors (upon their re-election to the Board of Directors, or otherwise). Such option grants are
         currently determined by the Board of Directors, upon recommendation by the Compensation Committee based on the
         Compensation Committee’s annual deliberations and review of the director compensation structure of similar companies. At
         its meeting in December 2009, upon a recommendation of the Compensation Committee, the Board of Directors determined
         an annual stock option grant of 10,000 shares to its non-employee members, with the exception of Mr. Hildebrand, who
         declined the stock option grant.

              In April 2010, at the recommendation of the Compensation Committee, the Board of Directors approved a 20,000 share
         increase in the number of shares authorized to be issued pursuant to the Plan in order to cover an over issuance arising from
         the automatic grants of options to Mr. Antebi and Mr. Dodd when they were appointed as directors.


            Expense Reimbursement

            All directors are reimbursed for expenses incurred in connection with attending meetings of the Board of Directors and
         committees.


                                    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         Policies and Procedures for Approval of Related Party Transactions

              Our Audit Committee is responsible for reviewing and approving all transactions or arrangements between the
         Company and any of our directors, officers, principal stockholders or any of their respective affiliates, associates or related
         parties, other than transactions with officers which are covered by the duties of the Compensation Committee. In
         determining whether to approve or ratify a related party transaction, the Audit


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         Committee will discuss the transaction with management and will consider all relevant facts and circumstances available to
         it including:

               • whether the terms of the transaction are fair to the Company and at least as favorable to the Company as would
                 apply if the transaction did not involve a related party;

               • whether there are demonstrable business reasons for the Company to enter into the transaction;

               • whether the transaction would impair the independence of a non-employee director; and

               • whether the transaction would present an improper conflict of interest for any director or executive officer, taking
                 into account the size of the transaction, the direct or indirect nature of the related party’s interest in the transaction
                 and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.

               In August 2010 our Board of Directors made the following findings and adopted the following policies regarding
         related party transactions:

               • The Company has not made and will not make loans or loan guarantees on behalf of any director, officer,
                 beneficially owner of more than 5% of our common stock, or other person constituting a Promoter, as such term is
                 defined in the NASAA Statement of Policy Regarding Corporate Securities Definitions.

               • The Company has not engaged and will not engage in material transactions with any director, officer, beneficial
                 owner of more than 5% of our common stock, or other person constituting a Promoter, as such term is defined in the
                 NASAA Statement of Policy Regarding Corporate Securities Definitions, except as described below or as otherwise
                 approved by our Audit Committee consistent with the policies and procedures described below.

               • The Company will make any future material affiliated transactions on terms that are no less favorable to the
                 Company than those that can be obtained from unaffiliated third parties.

               • A majority of the Company’s Audit Committee will approve all future material transactions.

               • The Company’s officers, directors, and counsel will:

                    • consider their due diligence and assure that there is a reasonable basis for these representations, and

                    • consider whether to embody the representations in the issuer’s charter or bylaws.


         Consulting Agreement with Donald Hildebrand

              In March 2008, we entered into a consulting agreement with Donald Hildebrand, the Chairman of our Board of
         Directors and our former President and Chief Executive Officer, pursuant to which Mr. Hildebrand provides business and
         technical advisory services to the Company. The term of the consulting agreement began on April 1, 2008 with an original
         termination date of December 31, 2009. In December 2009, the Company and Mr. Hildebrand extended the term of the
         consulting agreement for an additional year. During 2009 and 2008, Mr. Hildebrand received $57,600 and $64,000,
         respectively, for his services pursuant to the consulting agreement. During the remaining term of the consulting agreement,
         Mr. Hildebrand will provide us with at least 16 hours of service per month and will be paid at the rate of $4,800 per month.
         We also pay Mr. Hildebrand’s medical and dental coverage through the term of the consulting agreement. We may terminate
         the consulting agreement, with or without cause. If we terminate the consulting agreement without cause, we must give
         Mr. Hildebrand at least 30 days notice and we will be required to pay him, as a severance payment, three months
         compensation, which is equal to $14,400. Likewise, if the consulting agreement is terminated due to the death of
         Mr. Hildebrand, we will be required to pay his estate three months compensation. If Mr. Hildebrand wishes to terminate the
         consulting agreement, he must provide us with at least 30 days notice. No severance payments will be due to Mr. Hildebrand
         upon termination with cause or upon his voluntary termination.


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         Transactions with Emory University

               Emory University is a significant stockholder of the Company, and our primary product candidates are based on
         technology rights subject to a license agreement with Emory University, which we refer to as the Emory License. The Emory
         License, among other contractual obligations, requires payments based on milestone achievements, royalties on sales by the
         Company or on payments to the Company by our sublicensees, and payment of maintenance fees in the event certain
         milestones are not met within the time periods specified in the Emory License. We may terminate the Emory License upon
         90 days prior written notice. In any event, the Emory License expires on the date of the latest expiration date of the
         underlying patents. We are also obligated to reimburse Emory University for certain ongoing costs in connection with the
         filing, prosecution and maintenance of patent applications subject to the Emory License. Such reimbursements to Emory
         University amounted to $85,673, $102,141 and $243,653 for the years ended December 31, 2009, 2008 and 2007,
         respectively and approximately $143,000 during the nine month period ending September 30, 2010.

              In June 2008, we entered into two subcontracts with Emory University for the purpose of conducting research and
         development activities associated with a grant from the NIH. During 2009 and 2008, we recorded $816,651 and $723,887,
         respectively, of expense associated with these subcontracts. All amounts paid to Emory University under these subcontracts
         are reimbursable to us pursuant to the NIH grant.

               Through November 2009, we leased office and laboratory space on a month-to-month basis from Emtech
         Biotechnology Development, Inc., a related party associated with Emory University. Rent expense associated with this lease
         totaled $43,112, $47,041 and $36,588 for the years ended December 31, 2009, 2008 and 2007, respectively.

              We have entered into two research agreements with Emory University for the purpose of conducting research and
         development activities associated with our IPCAVD grant from the NIH. During the nine month period ending
         September 30, 2010, we recorded approximately $1,231,000 of expense associated with these contracts. All amounts paid to
         Emory under these agreements are reimbursable to us pursuant to the IPCAVD grant from the NIH.


         Director Independence

              The Board of Directors has determined that Messrs. Antebi, Dodd, Kollintzas, and Spencer are the members of our
         Board of Directors who are “independent,” as that term is defined by Section 301(3)(B) of the Sarbanes-Oxley Act of 2002.
         The Board of Directors has also determined that these four individuals meet the definition of “independent director” set forth
         in Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 803(A)(2) of the NYSE Amex Listing Requirements. As
         independent directors, Messrs. Antebi, Kollintzas and Spencer serve as the members of our Audit Committee,
         Messrs. Antebi, Dodd and Kollintzas serve as the members of our Compensation Committee, and Messrs. Dodd, Kollintzas
         and Spencer serve as the members of our Nominating and Governance Committee.


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                      SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS

              Based solely upon information made available to us, the following table sets forth information with respect to the
         beneficial ownership of our common stock as of October 31, 2010 by (1) each director; (2) each of our Named Executive
         Officers; (3) all executive officers and directors as a group; and (4) each additional person who is known by us to
         beneficially own more than 5% of our common stock. Except as otherwise indicated, the holders listed below have sole
         voting and investment power with respect to all shares of common stock beneficially owned by them.


                                                                                                 Number of Shares
                                                                                                   Beneficially             Percent
         Name and
         Address of
         Beneficial
         Owner(1)                                                                                    Owned                 of Class(2)


         Directors and Executive Officers:
           Steven S. Antebi(3)                                                                              —                       *
           David A. Dodd(4)                                                                             15,725                      *
           Donald G. Hildebrand(5)                                                                   1,427,225                  8.9 %
           Dean G. Kollintzas(6)                                                                        46,399                      *
           Robert T. McNally(7)                                                                         90,754                      *
           Mark W. Reynolds(8)                                                                          61,999                      *
           Harriet L. Robinson(9)                                                                    1,290,352                  8.1 %
           John N. Spencer, Jr.(10)                                                                     60,099                      *
         All executive officers and directors as a group (9 persons)(11)                             2,995,553                 18.3 %
           Andrew J. Kandalepas(12)                                                                     49,800                      *
         Other 5% Stockholders:
           Emory University(13)                                                                      4,621,405                 29.5 %
           Stavros Papageorgiou(14)                                                                  1,111,857                  7.1 %
           Welch & Forbes LLC(15)                                                                    1,591,073                 10.2 %


            * Less than 1%

           (1) Except as otherwise indicated, the business address of each director and executive officer listed is c/o GeoVax Labs,
               Inc., 1900 Lake Park Drive, Suite 380, Smyrna, Georgia 30080.

           (2) This table is based upon information supplied by our executive officers and directors, and with respect to principal
               stockholders, Schedule 13G filed with the SEC. Beneficial ownership is determined in accordance with the rules of the
               SEC. Applicable percentage ownership is based on 15,654,846 shares of common stock outstanding as of October 31,
               2010. In computing the number of shares beneficially owned by a person and the percentage ownership of that person,
               shares of common stock subject to options currently exercisable, or exercisable within 60 days of October 31, 2010,
               are deemed outstanding.

           (3) Mr. Antebi has options to acquire 26,400 shares, which will vest in equal amounts over the next three anniversaries of
               his appointment to the Board of Directors, beginning in March 2011.

           (4) Mr. Dodd has options to acquire 26,400 shares, which will vest in equal amounts over the next three anniversaries of
               his appointment to the Board of Directors, beginning in March 2011.

           (5) Includes options to purchase 355,825 shares of common stock exercisable within 60 days of October 31, 2010.

           (6) Includes options to purchase 46,399 shares of common stock exercisable within 60 days of October 31, 2010.

           (7) Includes options to purchase 78,399 shares of common stock exercisable within 60 days of October 31, 2010.

           (8) Includes options to purchase 55,999 shares of common stock exercisable within 60 days of October 31, 2010.
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            (9) Dr. Robinson shares voting and investment power over 1,102,441 shares with Welch & Forbes LLC, whose
                ownership is described below. Includes options to purchase 187,911 shares of common stock exercisable within
                60 days of October 31, 2010.

           (10) Includes options to purchase 46,399 shares of common stock exercisable within 60 days of October 31, 2010.

           (11) Includes options to purchase 770,932 shares of common stock exercisable within 60 days of October 31, 2010.

           (12) Mr. Kandalepas resigned as an executive officer of the Company on July 1, 2009. Ownership information has been
                derived from our stock records, which show Mr. Kandalepas owns these shares of record as of October 31, 2010.
                This information is for shares held in certificate form only (excluding any shares Mr. Kandalepas may hold in
                brokerage accounts).

           (13) The address for this stockholder is Administration Building, 201 Dowman Drive, Atlanta, Georgia 30322. Ownership
                information has been derived from this stockholder’s SEC filing on Form 4 filed on January 29, 2010.

           (14) The address for this stockholder is c/o Morse, Zelnick, Rose & Lander LLP, 405 Park Avenue, Suite 1401, New
                York, New York 10022. Includes 91,854 shares subject to warrants and 503,840 shares as to which
                Mr. Papageorgiou shares voting and investment power. Ownership information has been derived from this
                stockholder’s SEC filing on Schedule 13G filed on October 1, 2009.

           (15) The address for this stockholder is 45 School Street, Boston, Massachusetts 02108. This stockholder shares voting
                and investment power with respect to all of these shares. Includes 1,102,441 shares held by Dr. Robinson. Ownership
                information has been derived from this stockholder’s Schedule 13G filed February 12, 2010.


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                                                          PLAN OF DISTRIBUTION

              We are offering up to $10,000,000 in units, each consisting of one share of common stock and warrants to purchase
         another      of a share of common stock for $       per unit. Global Hunter Securities LLC and Gilford Securities
         Incorporated, referred to collectively as the placement agents, have entered into a placement agency agreement with us in
         which they have agreed to act as placement agents in connection with the offering, with Global Hunter Securities LLC, or
         Global Hunter, serving as the lead placement agent. Subject to the terms and conditions contained in the placement agency
         agreement, the placement agents are using their best efforts to introduce us to selected institutional and retail investors who
         will purchase the units.

              The placement agents have no obligation to buy any of the units from us nor are they required to arrange the purchase
         or sale of any specific number or dollar amount of the units, but have agreed to use their best efforts to arrange for the sale of
         a minimum of $5,000,000 in units and a maximum of $10,000,000 in units to be sold by the Company. Therefore, we may
         not sell the entire amount of units being offered. We may enter into subscription agreements with investors for the purchase
         of units in this offering. The terms of this offering will be subject to market conditions and negotiations between us, the
         placement agents and prospective investors.

              The Company’s officers and directors may participate in the offering on the same terms and conditions, including the
         same purchase price per unit, and subject to the same limitations and restrictions, as the other investors in the offering. The
         units purchased by our officers and directors in the offering will be counted toward the minimum offering size of
         $5,000,000.

              Investors wishing to participate in the offering will be required to deliver immediately available funds via wire transfer
         or check payable to Wells Fargo Bank, National Association, which is the escrow agent. All of the proceeds from the sale of
         the units offered hereby will be deposited into an escrow account at the escrow agent in Atlanta, Georgia. If the minimum
         number of units offered has not been sold within thirty days from the date of this prospectus, all monies will be refunded
         promptly to the subscribers, with any earned interest on a pro rata basis, and without deduction for commissions or expenses,
         including costs of the escrow agent. No units will be issued to the subscribers until such time as the funds are released from
         the escrow account to the Company within the time period described above.

               The Company has filed to register this offering in several states. Some of those states have noted that the estimated total
         “selling expenses,” which includes commissions paid to the placement agents and expenses incurred by us, exceed the
         percentage they permit for registrations such as ours, if we only sell $5,000,000 of units. Accordingly, we will not accept
         subscriptions from residents of those states, absent an exemption, unless we have previously accepted subscriptions for a
         sufficient number of units in excess of $5,000,000 to permit our “selling expenses” to meet the applicable state threshold.

               Before the closing date, the escrow agent will notify the placement agents when funds to pay for the units have been
         received. We will deposit the shares with the Depository Trust Company upon receiving notice from the placement agents
         that funds to pay for the units have been received. At the closing, Depository Trust Company will credit the shares to the
         respective accounts of the investors and the Company will issue the unit warrants. If the conditions to this offering are not
         satisfied or waived, then all investor funds that were deposited into escrow will be returned promptly to investors and this
         offering will terminate. We will pay the escrow agent a fee in connection with the escrow services.

              Confirmations and definitive prospectuses will be distributed to all investors who agree to purchase units, informing
         investors of the closing date as to such units. Investors will also be informed of the date on which they must transmit the
         purchase price into the designated account.

              The placement agency agreement provides that the obligations of the placement agents and the investors are subject to
         certain conditions precedent, including the absence of any material adverse changes in our business and the receipt of
         customary legal opinions, letters and certificates.

              We have agreed to indemnify the placement agents and certain other persons against certain liabilities under the
         Securities Act of 1933, as amended. The placement agents have informed us that they will not engage in overallotment,
         stabilizing transactions or syndicate covering transactions in connection with this offering.


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               We have agreed to pay the placement agents an aggregate cash transaction fee of 8% of the gross proceeds of this
         offering and we have agreed to reimburse Global Hunter, as lead placement agent for reasonable expenses that it incurs in
         connection with the offering, but in no event greater than $125,000, all of which will be paid by the Company. Global
         Hunter has received an advance of $25,000 against its expenses, which advance will be returned to us to the extent expenses
         are not actually incurred by such placement agent and this offering is terminated prior to closing. We have also agreed to
         reimburse Global Hunter for the fees, disbursements and other charges of counsel for Global Hunter in connection with any
         filings to be made by the placement agents with FINRA, up to a maximum of $49,999.

              We have also previously paid a $50,000 non-refundable advisory fee to Global Hunter for general advisory services,
         including advice as to timing, structure and pricing of a proposed offering of securities. This $50,000 advisory fee will be
         credited toward and deducted from the cash compensation fee otherwise due to Global Hunter in connection with this
         offering.

               The estimated offering expenses payable by us, in addition to the placement agents’ cash fee, are approximately
         $550,000. These amounts include our legal and accounting costs and various other fees associated with registering and
         listing the securities offered hereby.

              The following table shows the per unit and total maximum fees we will pay to the placement agents, assuming a
         maximum reimbursement of $174,999 to Global Hunter in accountable expenses and reimbursable legal fees and the sale of
         the minimum number and maximum number of units offered pursuant to this prospectus:

                                                                                                          Minimum            Maximum


         Per unit                                                                                         $                  $
         Total                                                                                            $                  $

             Because the offering may not be fully subscribed, the actual total may be less than the maximum amount set forth
         above.

               This is a brief summary of the material provisions of the placement agency agreement and does not purport to be a
         complete statement of its terms and conditions. A copy of the placement agency agreement has been filed as an exhibit to the
         registration statement of which this prospectus forms a part. See “Where You Can Find More Information” on page 61 of
         this prospectus.

              The transfer agent for the GeoVax common stock to be issued in this offering is American Stock Transfer &
         Trust Company.

               Our common stock is quoted on the OTC Bulletin Board under the symbol “GOVX.” On November 5, 2010, the last
         reported sale price for our common stock on the OTC Bulletin Board was $1.79 per share. We do not intend to apply for
         listing of the warrants on any securities exchange.

              A prospectus in electronic format may be made available on the web site maintained by the placement agents and the
         placement agents may distribute the prospectus electronically.

              We, our executive officers and directors and Emory University have entered into lock-up agreements pursuant to which
         we and they have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the
         prior written consent of the placement agents, offer, sell or otherwise transfer or dispose of, directly or indirectly, or enter
         into any swap agreement with respect to, any shares of common stock or securities convertible into or exchangeable or
         exercisable for shares of common stock, subject to certain exceptions.

               If:

               • during the last 17 days of the 180-day lock-up period, we issue an earnings release, or material news or a material
                 event relating to us occurs; or

               • prior to the expiration of the 180-day lock-up period, we announce that we will release earnings results during the
                 16-day period beginning on the last day of the 10-day lock-up period.

         then the 180-day lock-up period will be extended until the expiration of the 18-day period that begins on the date the
         earnings release is issued, the public announcement of the material news or the material event occurs.
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         Suitability Standards

               In certain states, including Kansas, Massachusetts, Michigan, New Jersey, Pennsylvania, Virginia and Washington,
         individuals or other persons who wish to acquire units generally must qualify as “accredited investors” within the meaning
         of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. However, although we reserve
         the right to offer units to other classes of investors if permitted by applicable state, such as institutional investors, in any of
         those states if such offer is exempt from registration under that state’s securities laws.

              The placement agents will make every reasonable effort to determine that the purchase of shares is a suitable and
         appropriate investment for each investor based on information provided by such investor, including such investor’s age,
         investment objectives, income, net worth, financial situation and other investments held by such investors, and maintain
         records for at least six years of the information used to determine that an investment in the shares is suitable and appropriate
         for each investor.


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                                     DESCRIPTION OF CAPITAL STOCK AND UNIT WARRANTS


         Capital Stock

               The following description of our capital stock is summarized from, and qualified in its entirety by reference to, our
         certificate of incorporation, which has been previously filed with the SEC and is incorporated herein by reference. This
         summary is not intended to give full effect to provisions of statutory or common law. We urge you to review the following
         documents because they, and not this summary, define your rights as a holder of shares of common stock or preferred stock:

               • the General Corporation Law of the State of Delaware, or the “DGCL”, as it may be amended from time to time;

               • our certificate of incorporation, as it may be amended or restated from time to time, and

               • our bylaws, as they may be amended or restated from time to time.


         General

              Our authorized capital stock currently consists of 50,000,000 shares, which are divided into two classes consisting of
         40,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.01
         per share. As of October 31, 2010, there were issued and outstanding 15,654,846 shares of common stock, options to
         purchase 1,035,756 shares of common stock and warrants to purchase 907,594 shares of common stock. No shares of
         preferred stock were outstanding.


         Common Stock

              Holders of our common stock are entitled to one vote for each share held in the election of directors and in all other
         matters to be voted on by the stockholders. There is no cumulative voting in the election of directors. Holders of common
         stock are entitled to receive dividends as may be declared from time to time by our Board of Directors out of funds legally
         available therefor. In the event of liquidation, dissolution or winding up of the Company, holders of common stock are to
         share in all assets remaining after the payment of liabilities. Holders of common stock have no pre-emptive or conversion
         rights and are not subject to further calls or assessments. There are no redemption or sinking fund provisions applicable to
         the common stock. The rights of the holders of the common stock are subject to any rights that may be fixed for holders of
         preferred stock. All of the outstanding shares of common stock are fully paid and non-assessable.


         Preferred Stock

              We are also authorized to issue 10,000,000 shares of preferred stock. Under our certificate of incorporation, the Board
         of Directors has the power, without further action by the holders of common stock, to designate the relative rights and
         preferences of the preferred stock, and to issue the preferred stock in one or more series as designated by the Board of
         Directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion
         rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the
         common stock or the preferred stock of any other series. The ability of directors, without stockholder approval, to issue
         additional shares of preferred stock could be used as an anti-takeover measure. Anti-takeover measures may result in you
         receiving less for your stock than you otherwise might. The issuance of preferred stock creates additional securities with
         dividend and liquidation preferences over common stock, and may have the effect of delaying or preventing a change in
         control without further stockholder action and may adversely affect the rights and powers, including voting rights, of the
         holders of common stock. In certain circumstances, the issuance of preferred stock could depress the market price of the
         common stock.

              We will not offer preferred stock unless the offering is approved by a majority of our independent directors. The
         independent directors will have access, at our expense, to our counsel or independent counsel.


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         Unit Warrants

               In connection with the sale of units by the Company and the sale of units by the selling stockholder in this offering, we
         will issue with each such unit a five-year callable warrant to purchase another share of common stock at an exercise price of
         $     per share, or 20.0% above the offering price of the units. After the expiration of the exercise period, unit warrant
         holders will have no further rights to exercise the unit warrants.

               The unit warrants may be exercised only for full shares of common stock and may be exercised on a “cashless” basis. If
         the registration statement covering the shares issuable upon exercise of the warrants contained in the units is no longer
         effective, the unit warrants may only be exercised on a “cashless” basis. We will not issue fractional shares of common stock
         or cash in lieu of fractional shares of common stock. Unit warrant holders do not have any voting or other rights as a
         stockholder of our company. The exercise price and the number of shares of common stock purchasable upon the exercise of
         each unit warrant are subject to adjustment upon the happening of certain events, such as stock dividends, distributions, and
         splits. In addition, the unit warrants have a “callable feature” whereby, commencing at any time after the date of issuance of
         the unit warrants, if the average closing sale price of the common stock for 30 consecutive trading days exceeds $ , or
         225% of the offering price of the units, then we shall have the right, upon 30 days’ prior written notice, to redeem all of the
         then- issuable shares of common stock subject to the unit warrant at a price of $0.01 per share of common stock subject to
         the unit warrant.


         Delaware Anti-Takeover Law

              We have elected not to be subject to certain provisions of Delaware law that could make it more difficult to acquire us
         by means of a tender offer, a proxy contest, open market purchases, removal of incumbent directors and otherwise. These
         provisions, summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids
         and to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors.

              In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in various
         “business combination” transactions with any interested stockholder for a period of three years after the date of the
         transaction in which the person became an interested stockholder, unless:

               • the transaction is approved by the corporation’s board of directors prior to the date the interested stockholder
                 obtained interested stockholder status;

               • upon consummation of the transaction that resulted in the stockholder’s becoming an interested stockholder, the
                 stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction
                 commenced, excluding for purposes of determining the number of shares outstanding those shares owned by
                 (a) persons who are directors and also officers and (b) employee stock plans in which employee participants do not
                 have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or
                 exchange offer; or

               • on or subsequent to the date the business combination is approved by the corporation’s board of directors and
                 authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2 / 3 % of the
                 outstanding voting stock that is not owned by the interested stockholder.

               A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit
         to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns or
         within three years, did own, 15% or more of a corporation’s voting stock.

               Section 203 applies to Delaware corporations that have a class of voting stock that is listed on a national securities
         exchange or held of record by more than 2,000 stockholders; provided, however, the restrictions of this statute will not apply
         to a corporation if:

               • the corporation’s original charter contains a provision expressly electing not to be governed by the statute;


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               • the corporation’s board of directors adopts an amendment to the corporation’s bylaws within 90 days of the
                 effective date of the statute expressly electing not to be governed by it;

               • the stockholders of the corporation adopt an amendment to its charter or bylaws expressly electing not to be
                 governed by the statute (so long as such amendment is approved by the affirmative vote of a majority of the shares
                 entitled to vote);

               • a stockholder becomes an interested stockholder inadvertently and as soon as practicable divests himself of
                 ownership of a sufficient number of shares so that he ceases to be an interested stockholder, and during the three
                 year period immediately prior to a business combination, would not have been an interested stockholder but for the
                 inadvertent acquisition;

               • the business combination is proposed prior to the consummation or abandonment of a merger or consolidation, a
                 sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets of the corporation or a proposed
                 tender or exchange offer for 50% or more of the outstanding voting shares of the corporation; or

               • the business combination is with an interested stockholder who became an interested stockholder at a time when the
                 restrictions contained in the statutes did not apply.

              Our certificate of incorporation includes a provision electing not to be governed by Section 203 of the DCGL.
         Accordingly, our board of directors does not have the power to reject certain business combinations with interested
         stockholders based on Section 203 of the DCGL.


         Indemnification

               Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify any
         person who was or is a party or is threatened to be made a party to an action, suit or proceeding (other than an action by or in
         the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the corporation’s request in such a capacity for another entity against expenses (including
         attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in
         connection with the action, suit or proceeding. The power to indemnify applies (i) if such person is successful on the merits
         or otherwise in defense of any action, suit or proceeding or (ii) if such person acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or
         proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought
         by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but
         excluding amounts paid in settlement), actually and reasonably incurred and not to any satisfaction of judgment or settlement
         of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any
         adjudication of negligence or misconduct in the performance of his duties to the corporation, unless a court believes that in
         light of all the circumstances indemnification should apply.

               Our bylaws provide that we may indemnify any person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
         than an action by or in the right of the Company) by reason of the fact that the person is or was a director, officer, employee
         or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),
         judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such
         action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not
         opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable
         cause to believe the person’s conduct was unlawful. Our bylaws also provide that we may indemnify any person who was or
         is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
         Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or
         agent of the Company, or is or was serving at the request of the Company


                                                                       64
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         as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
         expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or
         settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or
         not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim,
         issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent
         that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application
         that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

              Under our bylaws, expenses (including attorneys’ fees) incurred by an officer or director in defending any civil,
         criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final
         disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to
         repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company.
         Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so
         paid upon such terms and conditions, if any, as we deem appropriate.

              The indemnification and advancement of expenses provided by our bylaws is not exclusive, both as to action in such
         person’s official capacity and as to action in another capacity while holding such office.

               Our bylaws also provide that we may purchase and maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer,
         employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
         against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether
         or not the Company would have the power to indemnify such person against such liability under our bylaws. The Company
         maintains an insurance policy providing for indemnification of its officers, directors and certain other persons against
         liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions.

               In October 2006, GeoVax and our subsidiary, GeoVax, Inc. entered into indemnification agreements with
         Messrs. McNally, Reynolds, Hildebrand, Kollintzas and Spencer. Pursuant to these agreements, we have agreed to hold
         harmless and indemnify these directors and officers to the full extent authorized or permitted by applicable Illinois and
         Georgia law against certain expenses and other liabilities actually and reasonably incurred by these individuals in connection
         with certain proceedings if they acted in a manner they believed in good faith to be in or not opposed to the best interests of
         the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that such conduct was
         unlawful. The agreements also provide for the advancement of expenses to these individuals subject to specified conditions.
         Under these agreements, we will not indemnify these individuals for expenses or other amounts for which applicable Illinois
         and Georgia law prohibit indemnification. The obligations under these agreements continue during the period in which these
         individuals are our directors or officers and continue thereafter so long as these individuals shall be subject to any
         proceeding by reason of their service to the Company, whether or not they are serving in any such capacity at the time the
         liability or expense incurred for which indemnification can be provided under the agreements.


                                DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                                            FOR SECURITIES ACT LIABILITIES

              Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or
         persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of
         the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.


                                                                         65
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               In the event that a claims for indemnification against such liabilities (other than our payment of expenses incurred or
         paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion
         of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
         whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the
         final adjudication of such issue.


                                            WHERE YOU CAN FIND MORE INFORMATION

               We are subject to the informational reporting requirements of the Exchange Act, which requires us to file annual,
         quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains a website that
         contains such information regarding issuers that file electronically, such as GeoVax Labs, Inc. The public may inspect our
         filings over the Internet at the SEC’s home page at www.sec.gov. The public may also read and copy any document we file
         at the Public Reference Room of the SEC at 100 F Street, NE, Washington, DC 20549. Information on the operation of the
         Public Reference Room may be obtained by the public by calling the SEC at 1-800-SEC-0330. Our website address is
         www.geovax.com. Information contained on our website does not constitute a part of this prospectus.


                                                                   EXPERTS

              The audited consolidated financial statements of GeoVax, Labs, Inc. and subsidiary for the years ended December 31,
         2009, 2008 and 2007 and for the period of time considered part of the development stage from January 1, 2006 to
         December 31, 2009, included in this prospectus, have been audited by Porter Keadle Moore LLP, an independent registered
         public accounting firm, as set forth in its report appearing herein. Such financial statements have been so included in reliance
         upon the reports of such firm given upon its authority as an expert in accounting and auditing.

              The statements of operations, stockholders’ deficiency and cash flows of GeoVax, Inc. (a Georgia corporation in the
         development stage) for the period from inception (June 27, 2001) to December 31, 2005, included in this prospectus, have
         been audited by Tripp, Chafin & Company, LLC, an independent registered public accounting firm, as set forth in its report
         appearing herein. Such financial statements have been so included in reliance upon the reports of such firm given upon its
         authority as an expert in accounting and auditing.


                                                             LEGAL MATTERS

              The validity of the common stock will be passed upon for us by Womble Carlyle Sandridge & Rice, PLLC, Atlanta,
         Georgia. As of the date of this prospectus, attorneys with Womble Carlyle Sandridge & Rice, PLLC beneficially own an
         aggregate of approximately 37,500 shares of our common stock. Certain legal matters in connection with this offering will
         be passed upon for Global Hunter by Stradling Yocca Carlson & Rauth, P.C., Newport Beach, California.


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                                                      GEOVAX LABS, INC.
                                              (A DEVELOPMENT-STAGE ENTERPRISE)

                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


         2009 Audited Financial Statements:
         Reports of Independent Registered Public Accounting Firm on Financial Statements                                 F-2
         Consolidated Balance Sheets as of December 31, 2009                                                              F-4
         Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007 and for the
           Period from Inception (June 27, 2001) to December 31, 2009                                                     F-5
         Consolidated Statements of Stockholders’ Equity (Deficiency) for the Period from Inception (June 27, 2001) to
           December 31, 2009                                                                                              F-6
         Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007 and for the
           Period from Inception (June 27, 2001) to December 31, 2009                                                     F-7
         Notes to Consolidated Financial Statements                                                                       F-8
         Financial Statement Schedule: Schedule II — Valuation and Qualifying Accounts for the Years Ended
           December 31, 2009, 2008 and 2007                                                                              F-19

         Interim Financial Statements for the Nine Months Ended September 30, 2010:
         Condensed Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009                F-20
         Condensed Consolidated Statements of Operations for the Three Month and Nine Month Periods Ended
            September 30, 2010 and 2009 and for the Period from Inception (June 27, 2001) to September 30, 2010
            (unaudited                                                                                                   F-21
         Condensed Consolidated Statements of Stockholders’ Equity (Deficiency) for the Period from Inception
            (June 27, 2001) to September 30, 2010 (unaudited)                                                            F-22
         Condensed Consolidated Statements of Cash Flows for the Nine Months Periods Ended September 30, 2010 and
            2009 and for the Period from Inception (June 27, 2001) to September 30, 2010 (unaudited)                     F-23
         Notes to Condensed Consolidated Financial Statements (unaudited)                                                F-24


                                                                    F-1
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                             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                                             ON FINANCIAL STATEMENTS


         To the Board of Directors
         GeoVax Labs, Inc.
         Atlanta, Georgia

              We have audited the accompanying consolidated balance sheets of GeoVax Labs, Inc. and subsidiary (a development
         stage company) (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations,
         stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009, and for the period of
         time considered part of the development stage from June 27, 2001 to December 31, 2009, except we did not audit the
         Company’s financial statements for the period from June 27, 2001 to December 31, 2005 which were audited by other
         auditors. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
         opinion on these financial statements based on our audit.

               We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
         States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
         financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
         amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
         significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
         that our audits provide a reasonable basis for our opinion.

              In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
         financial position of GeoVax Labs, Inc. and subsidiary as of December 31, 2009 and 2008, and the results of their operations
         and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting
         principles generally accepted in the United States of America.

              Our audits of the consolidated financial statements and internal controls over financial reporting also included the
         financial statement schedule of the Company, Schedule II, on page F-18. This schedule is the responsibility of the
         Company’s management. Our responsibility is to express an opinion based on our audits of the consolidated financial
         statements. In our opinion, the financial statement schedule, when considered in relation to the basic consolidated financial
         statements taken as a whole, presents fairly in all material respects the information set forth therein.

               We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
         States), GeoVax Labs, Inc. and subsidiary’s internal control over financial reporting as of December 31, 2009, based on
         criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of
         the Treadway Commission (COSO) and our report dated February 22, 2010, expressed an unqualified opinion on the
         effectiveness of GeoVax Labs, Inc.’s internal control over financial reporting.



                                                                       /s/ PORTER KEADLE MOORE LLP


         Atlanta, Georgia
         February 22, 2010, except for the twelfth paragraph
         of Note 2, as to which the date is April 27, 2010


                                                                       F-2
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                              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                                              ON FINANCIAL STATEMENTS


         Board of Directors
         GeoVax, Inc.
         Atlanta, Georgia

              We have audited the statements of operations, stockholders’ deficiency and cash flows of GeoVax, Inc. (a Georgia
         corporation in the development stage) for the period from inception (June 27, 2001) to December 31, 2005. These financial
         statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
         financial statements based on our audit.

               We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
         States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
         financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
         amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
         significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
         that our audit provides a reasonable basis for our opinion.

              In our opinion, the financial statements of GeoVax, Inc. referred to above present fairly, in all material respects, the
         results of its operations, changes in stockholders’ deficiency and cash flows for the period from inception (June 27, 2001) to
         December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.



                                                                       /s/ TRIPP, CHAFIN & COMPANY, LLC


         Marietta, Georgia
         February 8, 2006, except for the twelfth paragraph
         of Note 2, as to which the date is April 27, 2010


                                                                      F-3
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                                                           GEOVAX LABS, INC.
                                                   (A DEVELOPMENT-STAGE ENTERPRISE)

                                                      CONSOLIDATED BALANCE SHEETS


                                                                                                            December 31,
                                                                                                     2009                   2008


                                                                    ASSETS
         Current assets:
           Cash and cash equivalents                                                           $      3,515,784      $       2,191,180
           Grant funds receivable                                                                       320,321                311,368
           Prepaid expenses and other                                                                    44,615                299,286
                Total current assets                                                                  3,880,720              2,801,834
         Property and equipment, net of accumulated depreciation and amortization                       344,202                138,847
         Other assets:
           Licenses, net of accumulated amortization of $159,161 and $134,276
             at December 31, 2009 and 2008 respectively                                                  89,695               114,580
           Deposits and other                                                                               980                   980
                    Total other assets                                                                   90,675               115,560
                    Total assets                                                               $      4,315,597      $       3,056,241


                                         LIABILITIES AND STOCKHOLDERS’ EQUITY
         Current liabilities:
           Accounts payable and accrued expenses                          $                             408,344      $        176,260
           Amounts payable to Emory University (a related party)                                        163,021               170,162
                Total current liabilities                                                               571,365               346,422
         Commitments (Note 5)
         Stockholders’ equity:
           Common stock, $.001 par value, 900,000,000 shares authorized
                15,632,564 and 14,948,977 shares outstanding at
                December 31, 2009 and 2008, respectively                                                 15,633                 14,949
           Additional paid-in capital                                                                21,266,447             16,948,466
           Deficit accumulated during the development stage                                         (17,537,848 )          (14,253,596 )
                    Total stockholders’ equity                                                        3,744,232              2,709,819
                    Total liabilities and stockholders’ equity                                 $      4,315,597      $       3,056,241


                    See accompanying reports of independent registered public accounting firms and notes to financial statements.


                                                                        F-4
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                                                          GEOVAX LABS. INC.
                                                  (A DEVELOPMENT-STAGE ENTERPRISE)

                                             CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                                       From Inception
                                                                        Years Ended December 31,                      (June 27, 2001) to
                                                              2009                 2008                 2007          December 31, 2009


         Grant revenue                                  $     3,668,195         $    2,910,170     $      237,004     $     10,226,550
         Operating expenses:
             Research and development                         4,068,682              3,741,489          1,757,125           16,560,345
             General and administrative                       2,914,845              2,970,068          2,784,182           11,512,970
                                                              6,983,527              6,711,557          4,541,307           28,073,315
         Loss from operations                                (3,315,332 )           (3,801,387 )       (4,304,303 )        (17,846,765 )
         Other income (expense):
              Interest income                                    31,080                 73,200             62,507              314,586
              Interest expense                                       —                      —                  —                (5,669 )
                                                                 31,080                 73,200             62,507              308,917
         Net loss                                       $    (3,284,252 )       $   (3,728,187 )   $   (4,241,796 )   $    (17,537,848 )

         Basic and diluted:
           Loss per common share                        $         (0.22 )       $        (0.25 )   $        (0.30 )   $          (1.87 )
           Weighted average shares                           15,191,278             14,802,868         14,282,046            9,385,351

                    See accompanying reports of independent registered public accounting firms and notes to financial statements.


                                                                          F-5
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                                                                     GEOVAX LABS, INC.
                                                             (A DEVELOPMENT-STAGE ENTERPRISE)

                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)




                                                                                                                                                Deficit
                                                                                                                                             Accumulated                Total
                                                                                                                         Stock                During the            Stockholders’
                                                                   Common Stock                 Additional            Subscription           Development               Equity
                                                                                                 Paid In
                                                                  Shares       Amount            Capital              Receivable                Stage               (Deficiency)


         Capital contribution at inception (June 27, 2001)                 —   $      —     $                10   $                —     $               —      $                10
           Net loss for the year ended December 31, 2001                   —          —                      —                     —               (170,592 )              (170,592 )

         Balance at December 31, 2001                                     —            —                  10                       —               (170,592 )              (170,582 )
           Sale of common stock for cash                           2,789,954        2,790             (2,320 )                     —                     —                      470
           Issuance of common stock for technology license           704,534          705            148,151                       —                     —                  148,856
           Net loss for the year ended December 31, 2002                  —            —                  —                        —               (618,137 )              (618,137 )

         Balance at December 31, 2002                              3,494,488        3,495            145,841                       —               (788,729 )              (639,393 )
           Sale of common stock for cash                           1,229,278        1,229          2,458,380                       —                     —                2,459,609
           Net loss for the year ended December 31, 2003                  —            —                  —                        —               (947,804 )              (947,804 )

         Balance at December 31, 2003                              4,723,766        4,724          2,604,221                       —             (1,736,533 )              872,412
           Sale of common stock for cash and stock subscription
              receivable                                           1,482,605        1,483          2,988,436              (2,750,000 )                                     239,919
           Cash payments received on stock subscription
              receivable                                                  —           —                   —                 750,000                      —                  750,000
           Issuance of common stock for technology license            49,420          49              99,951                     —                       —                  100,000
           Net loss for the year ended December 31, 2004                  —           —                   —                      —               (2,351,828 )            (2,351,828 )

         Balance at December 31, 2004                              6,255,791        6,256          5,692,608              (2,000,000 )           (4,088,361 )              (389,497 )
           Cash payments received on stock subscription
             receivable                                                    —          —                      —             1,500,000                     —                1,500,000
           Net loss for the year ended December 31, 2005                   —          —                      —                    —              (1,611,086 )            (1,611,086 )

         Balance at December 31, 2005                              6,255,791        6,256          5,692,608               (500,000 )            (5,699,447 )              (500,583 )
           Cash payments received on stock subscription
              receivable                                                  —            —                  —                 500,000                      —                  500,000
           Conversion of preferred stock to common stock           3,550,851        3,551          1,071,565                     —                       —                1,075,116
           Common stock issued in connection with merger           4,359,891        4,360          1,708,489                     —                       —                1,712,849
           Issuance of common stock for cashless warrant
              exercise                                                56,825          57                 (57 )                     —                     —                       —
           Net loss for the year ended December 31, 2006                  —           —                   —                        —               (584,166 )              (584,166 )

         Balance at December 31, 2006                             14,223,358       14,224          8,472,605                       —             (6,283,613 )             2,203,216
           Sale of common stock for cash                             406,729          407          3,162,543                       —                     —                3,162,950
           Issuance of common stock upon stock option exercise         2,471            2              4,998                       —                     —                    5,000
           Stock-based compensation expense                               —            —           1,518,496                       —                     —                1,518,496
           Net loss for the year ended December 31, 2007                  —            —                  —                        —             (4,241,796 )            (4,241,796 )

         Balance at December 31, 2007                             14,632,558       14,633         13,158,642                       —            (10,525,409 )             2,647,866
           Sale of common stock for cash in private placement
             transactions                                            176,129         176           1,364,824                       —                     —                1,365,000
           Transactions related to common stock purchase
             agreement with Fusion Capital                           130,290         130             405,961                       —                     —                 406,091
           Stock-based compensation:
             Stock options                                                —           —            1,798,169                       —                     —                1,798,169
             Consultant warrants                                          —           —              146,880                       —                     —                  146,880
             Issuance of common stock for consulting services         10,000          10              73,990                       —                     —                   74,000
           Net loss for the year ended December 31, 2008                  —           —                   —                        —             (3,728,187 )            (3,728,187 )

         Balance at December 31, 2008                             14,948,977       14,949         16,948,466                       —            (14,253,596 )             2,709,819
           Transactions related to common stock purchase
             agreement with Fusion Capital                           216,261         216           1,519,784                       —                     —                1,520,000
           Sale of common stock for cash upon exercise of stock
             purchase warrant                                        462,826         463           1,499,537                       —                     —                1,500,000
           Stock-based compensation:
             Stock options                                                —           —            1,221,764                       —                     —                1,221,764
             Consultant warrants                                          —           —               45,401                       —                     —                   45,401
             Issuance of common stock for consulting services          4,500           5              31,495                       —                     —                   31,500
           Net loss for the year ended December 31, 2009                  —           —                   —                        —             (3,284,252 )            (3,284,252 )

         Balance at December 31, 2009                             15,632,564   $ 15,633     $     21,266,447      $                —     $      (17,537,848 )   $         3,744,232
See accompanying reports of independent registered public accounting firms and notes to financial statements.


                                                    F-6
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                                                          GEOVAX LABS. INC.
                                                  (A DEVELOPMENT-STAGE ENTERPRISE)

                                             CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                                         From Inception
                                                                          Years Ended December 31,                      (June 27, 2001) to
                                                                2009                 2008                2007           December 31, 2009


         Cash flows from operating activities:
           Net loss                                       $    (3,284,252 )    $    (3,728,187 )     $   (4,241,796 )   $    (17,537,848 )
           Adjustments to reconcile net loss to net
             cash used in operating activities
             Depreciation and amortization                         89,776               61,014               54,461              336,847
             Accretion of preferred stock
                redemption value                                       —                   —                    —                346,673
             Stock-based compensation expense                   1,298,665           2,019,049            1,518,496             4,836,210
             Changes in assets and liabilities
                Grant funds receivable                              (8,953 )          (218,108 )           (93,260 )            (320,321 )
                Stock subscriptions receivable                          —                   —             (897,450 )                  —
                Prepaid expenses and other current
                  assets                                          254,671             (249,538 )            (11,618 )             (44,615 )
                Deposits                                               —                    —                    —                   (980 )
                Accounts payable and accrued
                  expenses                                        224,943             (252,116 )           405,424               571,365
                    Total adjustments                           1,859,102           1,360,301              976,053             5,725,179
             Net cash used in operating activities             (1,425,150 )         (2,367,886 )         (3,265,743 )        (11,812,669 )
         Cash flows from investing activities:
           Purchase of property and equipment                    (270,246 )            (99,831 )                 —              (521,888 )
             Net cash used in investing activities               (270,246 )            (99,831 )                 —              (521,888 )
         Cash flows from financing activities:
           Net proceeds from sale of common stock               3,020,000           2,668,541            3,167,950            15,121,898
           Net proceeds from sale of preferred stock                   —                   —                    —                728,443
               Net cash provided by financing
                 activities                                     3,020,000           2,668,541            3,167,950            15,850,341
         Net increase (decrease) in cash and cash
           equivalents                                          1,324,604             200,824               (97,793 )          3,515,784
         Cash and cash equivalents at beginning of
           period                                               2,191,180           1,990,356            2,088,149                     —
         Cash and cash equivalents at end of period       $     3,515,784      $    2,191,180        $   1,990,356      $      3,515,784

         Supplemental disclosure of cash flow
           information
           Interest paid                                  $             —      $            —        $           —      $           5,669


            Supplemental disclosure of non-cash investing and financing activities:

              In connection with the Merger discussed in Note 6, all of the outstanding shares of the Company’s mandatory
         redeemable convertible preferred stock were converted into shares of common stock as of September 28, 2006.

                    See accompanying reports of independent registered public accounting firms and notes to financial statements.


                                                                         F-7
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                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                            Years Ended December 31, 2009, 2008 and 2007 and
                                        Period from Inception (June 27, 2001) to December 31, 2009


         1.      Nature of Business

              GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a biotechnology company focused on developing human vaccines
         for diseases caused by Human Immunodeficiency Virus (HIV). The Company has exclusively licensed from Emory
         University (“Emory”) vaccine technology which was developed in collaboration with the National Institutes of Health
         (“NIH”) and the Centers for Disease Control and Prevention (“CDC”). The Company is incorporated under the laws of the
         State of Delaware and its principal offices are located in Smyrna, Georgia (metropolitan Atlanta area).

               The Company is devoting all of its present efforts to research and development. We have funded our activities to date
         almost exclusively from equity financings and government grants, and we will continue to require substantial funds to
         continue these activities. We expect that our existing cash resources, combined with the proceeds from the NIH grant
         discussed in Note 4 and our anticipated use of the common stock purchase agreement discussed in Note 7, will be sufficient
         to fund our planned activities at least through 2010. The extent to which we rely on the common stock purchase agreement
         as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the
         extent to which we choose to secure working capital from other sources, if available.


         2.      Summary of Significant Accounting Policies

              Basis of Presentation and Principles of Consolidation

              The accompanying consolidated financial statements include the accounts of GeoVax, Inc. from inception together with
         those of GeoVax Labs, Inc. from September 28, 2006 (see Note 6). All intercompany transactions have been eliminated in
         consolidation.


              Development-Stage Enterprise

              GeoVax is devoting all of its present efforts to research and development and is a development stage enterprise as
         defined by Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 915, “
         Development Stage Entities ”. All losses accumulated since inception (June 27, 2001) have been considered as part of the
         Company’s development stage activities.


              Use of Estimates

              The preparation of financial statements in conformity with accounting principles generally accepted in the United States
         of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
         and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results may differ from those estimates.


              Cash and Cash Equivalents

              We consider all highly liquid investments with a maturity of three months or less when purchased to be cash
         equivalents. Our cash and cash equivalents consist primarily of bank deposits and money market accounts. The recorded
         values approximate fair market values due to the short maturities.


                                                                       F-8
Table of Contents



                                                         GEOVAX LABS, INC.
                                                 (A DEVELOPMENT-STAGE ENTERPRISE)

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


            Fair Value of Financial Instruments and Concentration of Credit Risk

              Financial instruments that subject us to concentration of credit risk consist primarily of cash and cash equivalents,
         which are maintained by a high credit quality financial institution. The carrying values reported in the balance sheets for
         cash and cash equivalents approximate fair values.


            Property and Equipment

             Property and equipment are stated at cost. The components of property and equipment as of December 31, 2009 and
         2008 are as follows:


                                                                                                           2009               2008


         Laboratory equipment                                                                          $   389,494        $    243,663
         Leasehold improvements                                                                            115,605                  —
         Other furniture, fixtures & equipment                                                              16,789               7,979
         Total property and equipment                                                                       521,888            251,642
         Accumulated depreciation and amortization                                                         (177,686 )         (112,795 )
         Property and equipment, net                                                                   $   344,202        $    138,847


              Expenditures for maintenance and repairs are charged to operations as incurred, while additions and improvements are
         capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which range
         from three to five years. Amortization of leasehold improvements is computed using the straight-line method over the
         remaining term of the related lease. Depreciation and amortization expense was $64,891, $36,128, and $29,575 during the
         years ended December 31, 2009, 2008 and 2007, respectively.


            Other Assets

              Other assets consist principally of license agreements for the use of technology obtained through the issuance of the
         Company’s common stock. These license agreements are amortized on a straight line basis over ten years. Amortization
         expense related to these agreements was $24,886 during each of the years ended December 31, 2009, 2008 and 2007,
         respectively, and is expected to be $24,886, $24,886, $19,923, $10,000 and $10,000 for each of the next five years,
         respectively.


            Impairment of Long-Lived Assets

              Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
         amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
         carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are
         considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the
         assets exceeds the discounted expected future net cash flows from the assets.


            Accrued Liabilities

              As part of the process of preparing our financial statements, we estimate expenses that we believe we have incurred, but
         have not yet been billed by our third party vendors. This process involves identifying services and activities that have been
         performed by such vendors on our behalf and estimating the level to which they have been performed and the associated cost
         incurred for such service as of each balance sheet date in our financial statements. Examples of expenses for which we
accrue include fees for professional services and fees owed to contract manufacturers in conjunction with the manufacture of
vaccines for our clinical trials. We make these estimates based upon progress of activities related to contractual obligations
and information received from vendors.


                                                             F-9
Table of Contents



                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


            Restatement for Recapitalization and Reverse Stock Split

              All share amounts and per share figures in the accompanying consolidated financial statements and the related footnotes
         have been restated for the 2006 recapitalization discussed in Note 6.

              Effective April 27, 2010, the Company enacted a one-for-fifty reverse stock split of its common stock. The
         accompanying consolidated financial statements, and all share and per share information contained herein, have been
         retroactively restated to reflect the reverse stock split.


            Net Loss Per Share

              Basic and diluted loss per common share are computed based on the weighted average number of common shares
         outstanding. All common share equivalents (which consist of options and warrants) are excluded from the computation of
         diluted loss per share since the effect would be anti-dilutive. Common share equivalents which could potentially dilute basic
         earnings per share in the future, and which were excluded from the computation of diluted loss per share, totaled: 1,866,550,
         2,296,582; and 1,872,752 shares at December 31, 2009, 2008 and 2007, respectively.


            Revenue Recognition

              We recognize revenue in accordance with the SEC’s Staff Accounting Bulletin No. 101, Revenue Recognition in
         Financial Statements, as amended by Staff Accounting Bulletin No. 104, Revenue Recognition, (“SAB 104”). SAB 104
         provides guidance in applying U.S. generally accepted accounting principles to revenue recognition issues, and specifically
         addresses revenue recognition for upfront, nonrefundable fees received in connection with research collaboration
         agreements. During 2009, 2008 and 2007, our revenue consisted of grant funding received from the National Institutes of
         Health (see Note 4). Revenue from this arrangement is approximately equal to the costs incurred and is recorded as income
         as the related costs are incurred.


            Research and Development Expense

              Research and development expense primarily consists of costs incurred in the discovery, development, testing and
         manufacturing of our product candidates. These expenses consist primarily of (i) fees paid to third-party service providers to
         perform, monitor and accumulate data related to the Company’s preclinical studies and clinical trials, (ii) costs related to
         sponsored research agreements, (iii) the costs to procure and manufacture materials used in clinical trials, (iv) laboratory
         supplies and facility-related expenses to conduct development, and (v) salaries, benefits, and share-based compensation for
         personnel. These costs are charged to expense as incurred.


            Patent Costs

             Our expenditures relating to obtaining and protecting patents are charged to expense when incurred, and are included in
         general and administrative expense.


            Period to Period Comparisons

             Our operating results are expected to fluctuate for the foreseeable future. Therefore, period-to-period comparisons
         should not be relied upon as predictive of the results for future periods.


            Income Taxes
     We account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities


                                                            F-10
Table of Contents



                                                        GEOVAX LABS, INC.
                                                (A DEVELOPMENT-STAGE ENTERPRISE)

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


         are measured using enacted rates in effect for the year in which temporary differences are expected to be recovered or
         settled. Deferred tax assets are reduced by a valuation allowance unless, in the opinion of management, it is more likely than
         not that some portion or all of the deferred tax assets will be realized.


            Stock-Based Compensation

               We account for stock-based transactions in which the Company receives services from employees, directors or others in
         exchange for equity instruments based on the fair value of the award at the grant date. Compensation cost for awards of
         common stock is estimated based on the price of the underlying common stock on the date of issuance. Compensation cost
         for stock options or warrants is estimated at the grant date based on each instrument’s fair-value as calculated by the
         Black-Scholes- option-pricing model. The Company recognizes stock-based compensation cost as expense ratably on a
         straight-line basis over the requisite service period for the award. See Note 7 for additional stock-based compensation
         information.


            Recent Accounting Pronouncements

               In June 2009, the FASB issued guidance now codified as ASC Topic 105, “ Generally Accepted Accounting Principles
         ”, as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”). ASC
         Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative GAAP by
         providing all authoritative literature related to a particular topic in one place (the “Codification”). The Codification became
         the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive
         releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of
         authoritative GAAP for SEC registrants. On the effective date of ASC Topic 105, the Codification superseded all
         then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not
         included in the Codification became non-authoritative. The provisions of ASC Topic 105 are effective for interim and annual
         periods ending after September 15, 2009 and, accordingly, are effective for the Company for the current fiscal reporting
         period. The adoption of ASC Topic 105 did not have an impact on our results of operations, financial position, or cash flows,
         but will impact our financial reporting process by eliminating all references to pre-codification standards. All references to
         accounting literature included in the notes to our financial statements have been changed to reference the appropriate
         sections of the Codification.

             Following ASC Topic 105, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or
         Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The FASB does not consider
         Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates serve only to update the
         Codification, provide background information about the guidance, and provide the bases for conclusions on changes in the
         Codification.

               In September 2006, the FASB issued guidance now codified under ASC Topic 820, “Fair Value Measurements and
         Disclosures,” which provides enhanced guidance for using fair value to measure assets and liabilities, provides a common
         definition of fair value, and establishes a framework to make the measurement of fair value under GAAP more consistent
         and comparable. The pronouncement also requires expanded disclosures to provide information about the extent to which
         fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of
         fair value measures on earnings. In February 2008, the FASB released additional guidance also now codified under ASC
         Topic 820, which delayed the January 1, 2008 effective date for application of certain guidance related to non-financial
         assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements
         on a recurring basis, until January 1, 2009. The implementation of this pronouncement did not have a material effect on our
         results of operations, financial position, or cash flows.


                                                                       F-11
Table of Contents



                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


              In March 2008, the FASB issued guidance now codified under ASC Topic 815, “ Derivatives and Hedging ”, which
         amends and expands the disclosure requirements previously required for derivative instruments and hedging activities. We
         adopted this pronouncement effective January 1, 2009 and it did not have a material effect on our results of operations,
         financial position, or cash flows.

               In April 2008, the FASB issued guidance now codified under ASC Topic 350, “ Intangibles — Goodwill and Other ,”
         which amends the factors that should be considered in developing renewal or extension assumptions used to determine the
         useful life of a recognized intangible asset. We adopted the provisions of this pronouncement effective January 1, 2009, and
         it did not have a material effect on our results of operations, financial position, or cash flows.

              In June 2008, the FASB issued guidance now codified under ASC Topic 260, “ Earnings Per Share .” This
         pronouncement addresses whether instruments granted in share-based payment transactions are participating securities prior
         to vesting, and therefore, need to be included in the earnings allocation in calculating earnings per share under the two-class
         method of computing earnings per share. This pronouncement requires companies to treat unvested share-based payment
         awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating
         earnings per share. We adopted this pronouncement effective January 1, 2009 and it did not have a material effect on our
         results of operations, financial position, or cash flows.

              In April 2009, the FASB issued guidance now codified under ASC Topic 825, “ Financial Instruments,” which amends
         previous Topic 825 guidance to require disclosures about fair value of financial instruments in interim as well as annual
         financial statements. We adopted this pronouncement effective April 1, 2009 and it did not have a material effect on our
         results of operations, financial position, or cash flows.

              In May 2009, the FASB issued guidance now codified under ASC Topic 855, “ Subsequent Events ,” which establishes
         general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial
         statements are issued or are available to be issued. We adopted this pronouncement effective June 30, 2009 and it did not
         have a material effect on our results of operations, financial position, or cash flows. We have performed an evaluation of
         subsequent events through February 22, 2010 , which is the date these financial statements were issued.

              We do not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would
         have a material effect on our financial statements.


         3.     License Agreements

               Emory License — During 2002, we entered into a license agreement with Emory University (the “Emory License”), a
         related party, for technology required in conjunction with certain products under development by us in exchange for
         704,534 shares of our common stock valued at $148,856. The Emory License, among other contractual obligations, requires
         payments based on milestone achievements, royalties on our sales or on payments to us by our sublicensees, and payment of
         maintenance fees in the event certain milestones are not met within the time periods specified in the agreement. The Emory
         License expires on the date of the latest expiration date of the underlying patents.

              MFD License — During 2004, we entered into a license agreement with MFD, Inc. in exchange for 49,420 shares of
         our common stock valued at $100,000. Pursuant to this agreement, we obtained a fully paid, worldwide, irrevocable
         exclusive license to certain patents covering technology that may be employed by our products.


                                                                      F-12
Table of Contents



                                                      GEOVAX LABS, INC.
                                              (A DEVELOPMENT-STAGE ENTERPRISE)

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


         4.     NIH Grant

              In September 2007, the National Institutes of Health (NIH) awarded us an Integrated Preclinical/Clinical AIDS Vaccine
         Development (IPCAVD) grant to support our HIV/AIDS vaccine program. The project period for the grant, which is
         renewable annually, covers a five-year period which commenced October 2007, with an expected annual award of generally
         between $3 and $4 million per year (approximately $18.3 million in the aggregate). The most recent award is for the period
         September 1, 2009 through August 31, 2010 in the amount of $4.7 million. We are utilizing this funding to further our
         HIV/AIDS vaccine development, optimization and production. We record revenue associated with the grant as the related
         costs and expenses are incurred and such revenue is reported as a separate line item in our statements of operations. During
         2009, 2008 and 2007, we recorded $3,668,195, $2,910,170 and $237,004, respectively, of revenue associated with the grant.


         5.     Commitments

              Lease Agreements

              In September 2009, we executed a lease agreement, effective November 1, 2009, for approximately 8400 square feet of
         office and laboratory space located in Smyrna, Georgia (metropolitan Atlanta). Future minimum lease payments pursuant to
         the 62 month lease total $114,570 in 2010, $118,010 in 2011, $121,560 in 2012, $125,180 in 2013 and $128,920 in 2014.


              Other Commitments

               In the normal course of business, we may enter into various firm purchase commitments related to production and
         testing of our vaccine material, and other research-related activities. As of December 31, 2009, there were less than $10,000
         of unrecorded outstanding purchase commitments to our vendors and subcontractors, which will be due in less than one year.


         6.     2006 Merger and Recapitalization

              The Company was originally incorporated in June 1988 under the laws of Illinois as Dauphin Technology, Inc.
         (“Dauphin”). Dauphin was unsuccessful and its operations were terminated in December 2003. In September 2006, Dauphin
         completed a merger (the “Merger”) with GeoVax, Inc. which was incorporated under the laws of Georgia in June 2001. As a
         result of the Merger, the shareholders of GeoVax, Inc. exchanged their shares of common stock for Dauphin common stock
         and GeoVax, Inc. became a wholly-owned subsidiary of Dauphin. Dauphin then changed its name to GeoVax Labs, Inc. and
         replaced its officers and directors with those of GeoVax, Inc. Subsequent to the Merger, the Company has not conducted any
         business other than GeoVax, Inc.’s business of developing human vaccines. The Merger was accounted for under the
         purchase method of accounting as a reverse acquisition in accordance with U.S. generally accepted accounting principles.
         Under this method of accounting, Dauphin was treated as the acquired company and, accordingly, all financial information
         prior to the date of Merger presented in the accompanying consolidated financial statements, or in the notes herein, as well
         as any references to prior operations, are those of GeoVax, Inc. In June 2008, the Company was reincorporated under the
         laws of the State of Delaware.


         7.     Stockholders’ Equity

              Common Stock Transactions

              During April and May 2008, we sold an aggregate of 176,129 shares of our common stock to 16 individual accredited
         investors for an aggregate purchase price of $1,365,000. We also issued to the investors warrants to purchase an aggregate of
         282,097 shares of common stock at a price of $16.50 per share, 165,161 of which expire in May 2013, with the remainder
         expiring in April/May 2012.


                                                                     F-13
Table of Contents



                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


              In September 2009, we issued 462,826 shares of our common stock for an aggregate purchase price of $1,500,000 upon
         the exercise of a previously issued stock purchase warrant.

             We may, from time to time, issue shares of our common stock to consultants or others in exchange for services. During
         2009 and 2008 we issued 4,500 and 10,000 shares, respectively, for consulting services; and we recorded general and
         administrative expense of $31,500 and $74,000 during each respective period related to these issuances.


            Common Stock Purchase Agreement

              In May 2008, we signed a common stock purchase agreement (the “Purchase Agreement”) with Fusion Capital Fund II,
         LLC (“Fusion Capital”). The Purchase Agreement allows us to require Fusion Capital to purchase up to $10 million of our
         common stock in amounts ranging from $80,000 to $1.0 million per purchase transaction, depending on certain conditions,
         from time to time over a 25-month period beginning July 1, 2008, the date on which the SEC declared effective the
         registration statement related to the transaction.

               The purchase price of the shares relating to the Purchase Agreement is based on the prevailing market prices of our
         shares at the times of the sales without any fixed discount, and we control the timing and amounts of any sales of shares to
         Fusion Capital. Fusion Capital does not have the right or the obligation to purchase any shares of our common stock on any
         business day that the purchase price of our common stock is below $2.50 per share. As primary consideration for entering
         into the Purchase Agreement, and upon the execution of the Purchase Agreement we issued to Fusion Capital 49,610 shares
         of our common stock as a commitment fee, and we agreed to issue to Fusion Capital up to an additional 49,610 commitment
         fee shares, on a pro rata basis, as we receive the $10 million of future funding. The Purchase Agreement may be terminated
         by us at any time at our discretion without any additional cost to us. There are no negative covenants, restrictions on future
         financings, penalties or liquidated damages in the agreement.

              During 2008 we sold 74,199 shares to Fusion under the terms of the Purchase Agreement for an aggregate purchase
         price of $500,000, and issued 2,481 shares to Fusion pursuant to our deferred commitment fee arrangement. During 2009,
         we sold 208,720 shares to Fusion for an aggregate purchase price of $1,520,000, and issued 7,541 shares pursuant to our
         deferred commitment fee arrangement.


            Stock Options

              In 2006 we adopted the GeoVax Labs, Inc. 2006 Equity Incentive Plan (the “Stock Option Plan”) for the granting of
         qualified incentive stock options (“ISO’s”), nonqualified stock options, restricted stock awards or restricted stock bonuses to
         employees, officers, directors, consultants and advisors of the Company. The exercise price for any option granted may not
         be less than fair value (110% of fair value for ISO’s granted to certain employees). Options granted under the Stock Option
         Plan have a maximum ten-year term and generally vest over three years. The Company has reserved 1,020,000 shares of its
         common stock for issuance under the Stock Option Plan.


                                                                      F-14
Table of Contents



                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


              A summary of activity under the Stock Option Plan as of December 31, 2009, and changes during the year then ended is
         presented below:


                                                                                                           Weighted-
                                                                                       Weighted-           Average
                                                                                       Average            Remaining                  Aggregate
                                                                      Number           Exercise           Contractual                 Intrinsic
                                                                      of Shares         Price             Term (yrs)                   Value


         Outstanding at January 1, 2009                                 938,955       $       6.24
         Granted                                                         68,500               7.00
         Exercised                                                           —                  —
         Forfeited or expired                                           (48,500 )            14.72
         Outstanding at December 31, 2009                               958,955       $       5.87                  5.5          $    4,292,646

         Exercisable at December 31, 2009                               788,188       $       5.57                  4.8          $    3,984,013


              Additional information concerning our stock options for the years ended December 31, 2009, 2008 and 2007 is as
         follows:


                                                                                      2009                  2008                       2007


         Weighted average fair value of options granted during the period         $        6.15      $           5.93            $        14.84
         Intrinsic value of options exercised during the period                              —                     —                     22,181
         Total fair value of options vested during the period                         1,143,326             1,074,454                 1,156,020

              We use a Black-Scholes model for determining the grant date fair value of our stock option grants. This model utilizes
         certain information, such as the interest rate on a risk-free security with a term generally equivalent to the expected life of
         the option being valued and requires certain other assumptions, such as the expected amount of time an option will be
         outstanding until it is exercised or expired, to calculate the fair value of stock options granted. The significant assumptions
         we used in our fair value calculations were as follows:


                                                                                                         2009             2008              2007


         Weighted average risk-free interest rates                                                          2.8 %            2.9 %             4.5 %
         Expected dividend yield                                                                            0.0 %            0.0 %             0.0 %
                                                                                                                                              6.8
         Expected life of option                                                                          7 yrs            7 yrs               yrs
         Expected volatility                                                                             112.3 %          100.5 %             135 %

              Stock-based compensation expense related to the Stock Option Plan was $1,221,764, $1,798,169 and $1,296,196 during
         the years ended December 31, 2009, 2008 and 2007, respectively. The 2008 and 2007 expense includes $425,725 and
         $242,113, respectively, associated with extensions of previously issued stock option grants (accounted for as reissuances)
         which were due to expire in 2007 to 2011. Stock option expense is allocated to research and development expense or to
         general and administrative expense based on the related employee classifications and corresponds to the allocation of
         employee salaries. For the three years ended December 31, 2009, stock option expense was allocated as follows:


                                                                                      2009                  2008                       2007
General and administrative expense          $    917,110    $   1,304,128   $   1,012,083
Research and development expense                 304,654          494,041         284,113
Total stock option expense                  $   1,221,764   $   1,798,169   $   1,296,196


                                     F-15
Table of Contents



                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


             As of December 31, 2009, there was $943,295 of unrecognized compensation expense related to stock-based
         compensation arrangements. The unrecognized compensation expense is expected to be recognized over a weighted average
         remaining period of 2.2 years.


            Compensatory Warrants

              We may, from time to time, issue stock purchase warrants to consultants or others in exchange for services. A summary
         of our compensatory warrant activity as of December 31, 2009, and changes during the year then ended is presented below:


                                                                                                            Weighted-
                                                                                         Weighted-          Average
                                                                                         Average           Remaining               Aggregate
                                                                      Number             Exercise          Contractual              Intrinsic
                                                                      of Shares           Price            Term (yrs)                Value


         Outstanding at January 1, 2008                                  54,000         $      16.50
         Granted                                                         59,400                 7.00
         Exercised                                                           —                    —
         Forfeited or expired                                           (54,000 )              16.50
         Outstanding at December 31, 2009                                59,400         $       7.00                  2.7         $ 118,800

         Exercisable at December 31, 2009                                55,350         $       7.00                  2.7         $ 110,700


               Additional information concerning our compensatory warrants for the years ended December 31, 2009, 2008 and 2007
         is as follows:


                                                                                                  Year Ended December 31,
                                                                                        2009              2008                      2007


         Weighted average fair value of warrants granted during the period          $    4.75          $      2.72            $      12.35
         Intrinsic value of warrants exercised during the period                           —                    —                       —
         Total fair value of warrants vested during the period                          6,413              146,880                 266,760

             We use a Black-Scholes model for determining the grant date fair value of our compensatory warrants. The significant
         assumptions we used in our fair value calculations were as follows:


                                                                                                  2009               2008              2007


         Weighted average risk-free interest rates                                                   1.54 %          2.01 %                4.6 %
         Expected dividend yield                                                                      0.0 %           0.0 %                0.0 %
                                                                                                                      2.5
         Expected life of warrant                                                                  3 yrs              yrs               3 yrs
         Expected volatility                                                                      112.1 %            99.0 %            113.6 %

              Expense associated with compensatory warrants was $45,401, $146,880 and $222,300 during the years ended
         December 31, 2009, 2008 and 2007, respectively. All such expense was allocated to general and administrative expense. As
         of December 31, 2009, there was $121,058 of unrecognized compensation expense related to compensatory warrant
         arrangements. The unrecognized compensation expense is expected to be recognized over a weighted average remaining
         period of 1 year.
  Investment Warrants

     In addition to outstanding stock options and compensatory warrants, as of December 31, 2009 we have a total of
848,195 outstanding stock purchase warrants issued to investors in connection with previous financing


                                                           F-16
Table of Contents



                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


         transactions. These warrants have a weighted-average exercise price of $16.50 per share and a weighted-average remaining
         contractual life of 2.6 years.


         8.      Retirement Plan

              We participate in a multi-employer defined contribution retirement plan (the “401k Plan”) administered by a third party
         service provider; and the Company contributes to the 401k Plan on behalf of its employees based upon a matching formula.
         During the years ended December 31, 2009, 2008 and 2007 our contributions to the 401k Plan were $25,057, $11,691 and
         $6,535, respectively.


         9.      Income Taxes

             At December 31, 2009, we have a consolidated federal net operating loss (“NOL”) carryforward of approximately
         $72.2 million, available to offset against future taxable income which expires in varying amounts in 2010 through 2029.
         Additionally, we have approximately $522,000 in research and development (“R&D”) tax credits that expire in 2022 through
         2028 unless utilized earlier. No income taxes have been paid to date.

              As a result of the Merger discussed in Note 6, our NOL carryforward increased substantially due to the addition of
         approximately $59.7 million of historical NOL carryforwards for Dauphin Technology, Inc. However, Section 382 of the
         Internal Revenue Code contains provisions that may limit our utilization of NOL and R&D tax credit carryforwards in any
         given year as a result of significant changes in ownership interests that have occurred in past periods or may occur in future
         periods.

               Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and
         liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our
         deferred tax assets and liabilities included the following at December 31, 2009 and 2008:


                                                                                                    2009                    2008


         Deferred tax assets:
           Net operating loss carryforward                                                    $     25,035,390       $     24,217,858
           Research and development tax credit carryforward                                            522,322                354,581
           Stock-based compensation expense                                                          1,569,212              1,127,665
           Other                                                                                        32,300                     —
           Total deferred tax assets                                                                27,159,224             25,700,104
         Deferred tax liabilities
           Depreciation                                                                                (31,091 )               (25,222 )
              Total deferred tax liabilities                                                           (31,091 )               (25,222 )
         Net deferred tax assets                                                                    27,128,132             25,674,882
         Valuation allowance                                                                       (27,128,132 )          (25,674,882 )
                                                                                              $              —       $              —


              We have established a full valuation allowance equal to the amount of our net deferred tax assets due to uncertainties
         with respect to our ability to generate sufficient taxable income to realize these assets in the future.


                                                                      F-17
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                                                         GEOVAX LABS, INC.
                                                 (A DEVELOPMENT-STAGE ENTERPRISE)

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


               A reconciliation of the income tax benefit on losses at the U.S. federal statutory rate to the reported income tax expense
         is as follows:


                                                                                   2009                  2008                     2007


         U.S. federal statutory rate applied to pretax loss                  $    (1,116,646 )     $    (1,267,584 )   $         (1,442,211 )
         Permanent differences                                                         3,223                 3,054                    4,719
         Research and development credits                                                 —                167,741                  100,296
         Change in valuation allowance (excluding impact of the
           Merger discussed in Note 6)                                             1,113,423             1,096,789                1,337,196
         Reported income tax expense                                         $              —      $               —   $                 —



         10.        Related Party Transactions

              We are obligated to reimburse Emory University (a significant stockholder of the Company) for certain prior and
         ongoing costs in connection with the filing, prosecution and maintenance of patent applications subject to the Emory License
         (see Note 3). The expense associated with these ongoing patent cost reimbursements to Emory amounted to $85,673,
         $102,141 and $243,653 for the years ended December 31, 2009, 2008 and 2007, respectively.

              In June 2008, we entered into two subcontracts with Emory for the purpose of conducting research and development
         activities associated with our grant from the NIH (see Note 4). During 2009 and 2008, we recorded $816,651 and $723,887,
         respectively, of expense associated with these subcontracts. All amounts paid to Emory under these subcontracts are
         reimbursable to us pursuant to the NIH grant.

              Through November 2009, we leased office and laboratory space on a month-to-month basis from Emtech
         Biotechnology Development, Inc., a related party associated with Emory. Rent expense associated with this lease totaled
         $43,112, $47,041 and $36,588 for the years ended December 31, 2009, 2008 and 2007, respectively.

              In March 2008, we entered into a consulting agreement with Donald Hildebrand, the Chairman of our Board of
         Directors and our former President & Chief Executive Officer, pursuant to which Mr. Hildebrand provides business and
         technical advisory services to the Company. The term of the consulting agreement began on April 1, 2008 and originally was
         to end on December 31, 2009; in December 2009 the consulting agreement was extended for an additional year. During 2009
         and 2008, we recorded $57,600 and $64,000, respectively, of expense associated with the consulting agreement.


         11.        Selected Quarterly Financial Data (unaudited)

               A summary of selected quarterly financial data for 2009 and 2008 is as follows:


                                                                                   2009 Quarter Ended
                                                      March 31                June 30               September 30               December 31


         Revenue from grants                      $     710,155        $        752,800           $    1,808,551           $      396,689
         Net loss                                      (861,509 )            (1,348,653 )               (230,815 )               (843,275 )
         Net loss per share                               (0.06 )                 (0.09 )                  (0.02 )                  (0.05 )


                                                                                  2008 Quarter Ended
                                                  March 31                 June 30               September 30           December 31
Revenue from grants   $    599,991     $        376,078     $   1,322,502     $      611,599
Net loss                  (682,510 )         (1,284,352 )        (722,108 )       (1,039,217 )
Net loss per share           (0.05 )              (0.09 )           (0.05 )            (0.07 )


                                           F-18
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                                                         GEOVAX LABS, INC.

                                  SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
                                      For the Years Ended December 31, 2009, 2008 and 2007


                                                                         Additions
                                                                                     Charged
                                            Balance at            Charged to            to                       Balance at
                                            Beginning             Costs and           Other                         End
         Description                        of Period              Expenses          Accounts   Deductions       of Period


         Reserve Deducted in the
           Balance Sheet From the
           Asset to Which it Applies:
         Allowance for Deferred Tax
           Assets
           Year ended December 31,
             2009                       $   25,674,882        $    1,453,250          $—         $ —         $   27,128,132
           Year ended December 31,
             2008                       $   24,436,911        $    1,237,971          $—         $ —         $   25,674,882
           Year ended December 31,
             2007                       $   22,792,303        $    1,644,608          $—         $ —         $   24,436,911


                                                                  F-19
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                                                           GEOVAX LABS, INC.
                                                   (A DEVELOPMENT-STAGE ENTERPRISE)

                                                CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                                   September 30,          December 31,
                                                                                                       2010                   2009
                                                                                                    (Unaudited)


                                                                     ASSETS
         Current assets:
           Cash and cash equivalents                                                           $        1,426,342     $       3,515,784
           Grant funds receivable                                                                         694,994               320,321
           Prepaid expenses and other                                                                      15,649                44,615
                    Total current assets                                                                2,136,985             3,880,720
         Property and equipment, net of accumulated depreciation and amortization of
           $266,269 and $177,686 at September 30, 2010 and December, 31, 2009,
           respectively                                                                                   255,619               344,202
         Other assets:
           Licenses, net of accumulated amortization of $177,825 and $159,161 at
              September 30, 2010 and December 31, 2009, respectively                                       71,031                89,695
           Deferred offering costs                                                                        517,173                    —
           Deposits and other                                                                              11,990                   980
                    Total other assets                                                                    600,194                90,675
                    Total assets                                                               $        2,992,798     $       4,315,597


                                         LIABILITIES AND STOCKHOLDERS’ EQUITY
         Current liabilities:
           Accounts payable and accrued expenses                          $                               354,502     $         408,344
           Amounts payable to Emory University (a related party)                                          492,517               163,021
                    Total current liabilities                                                             847,019               571,365
         Commitments
         Stockholders’ equity:
           Common stock, $.001 par value, 40,000,000 shares authorized; 15,654,846
             and 15,632,564 shares issued and outstanding at September 30, 2010 and
             December 31, 2009, respectively                                                               15,655                15,633
           Additional paid-in capital                                                                  21,936,516            21,266,447
           Deficit accumulated during the development stage                                           (19,806,392 )         (17,537,848 )
                    Total stockholders’ equity                                                          2,145,779             3,744,232
                    Total liabilities and stockholders’ equity                                 $        2,992,798     $       4,315,597


                                                    See accompanying notes to financial statements.


                                                                         F-20
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                                                      GEOVAX LABS, INC.
                                              (A DEVELOPMENT-STAGE ENTERPRISE)

                                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      (Unaudited)


                                                                                                                         From Inception
                                            Three Months Ended                        Nine Months Ended                 (June 27, 2001) to
                                               September 30,                            September 30,                     September 30,
                                          2010               2009                  2010                2009                   2010


         Grant revenue               $    1,163,288      $    1,808,551       $    4,239,017     $    3,271,506         $     14,465,567
         Operating expenses:
           Research and
             development                    908,780           1,470,200            4,019,931          3,530,329               20,580,276
           General and
             administrative                 903,850            573,906             2,508,539          2,203,776               14,021,509
            Total operating
              expenses                    1,812,630           2,044,106            6,528,470          5,734,105               34,601,785
         Loss from operations              (649,342 )          (235,555 )         (2,289,453 )        (2,462,599 )           (20,136,218 )
         Other income (expense):
           Interest income                    4,676                 4,740             20,909              21,622                 335,495
           Interest expense                      —                     —                  —                   —                   (5,669 )
            Total other income
              (expense)                       4,676                 4,740             20,909              21,622                 329,826


         Net loss                    $     (644,666 )    $     (230,815 )     $   (2,268,544 )   $    (2,440,977 )      $    (19,806,392 )

         Basic and diluted:
           Loss per common
              share                  $         (0.04 )   $          (0.02 )   $        (0.14 )   $            (0.16 )   $            (1.99 )

            Weighted average
             shares outstanding          15,654,846          15,134,441           15,650,116         15,050,776                9,949,240


                                   See accompanying notes to condensed consolidated financial statements.


                                                                      F-21
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                                                                      GEOVAX LABS, INC.
                                                              (A DEVELOPMENT-STAGE ENTERPRISE)

                    CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


                                                                                                                                                Deficit
                                                                                                                                             Accumulated                Total
                                                                                                                         Stock                during the            Stockholders’
                                                                   Common Stock                 Additional            Subscription           Development               Equity
                                                                                                 Paid-In
                                                                  Shares       Amount            Capital              Receivable                Stage               (Deficiency)


         Capital contribution at inception (June 27, 2001)                 —   $      —     $                10   $                —     $               —      $                10
           Net loss for the period ended December 31, 2001                 —          —                      —                     —               (170,592 )              (170,592 )

         Balance at December 31, 2001                                     —            —                  10                       —               (170,592 )              (170,582 )
           Sale of common stock for cash                           2,789,954        2,790             (2,320 )                     —                     —                      470
           Issuance of common stock for technology license           704,534          705            148,151                       —                     —                  148,856
           Net loss for the year ended December 31, 2002                  —            —                  —                        —               (618,137 )              (618,137 )

         Balance at December 31, 2002                              3,494,488        3,495            145,841                       —               (788,729 )              (639,393 )
           Sale of common stock for cash                           1,229,278        1,229          2,458,380                       —                     —                2,459,609
           Net loss for the year ended December 31, 2003                  —            —                  —                        —               (947,804 )              (947,804 )

         Balance at December 31, 2003                              4,723,766        4,724          2,604,221                       —             (1,736,533 )              872,412
           Sale of common stock for cash and stock subscription
              receivable                                           1,482,605        1,483          2,988,436              (2,750,000 )                   —                 239,919
           Cash payments received on stock subscription
              receivable                                                  —           —                   —                 750,000                      —                  750,000
           Issuance of common stock for technology license            49,420          49              99,951                     —                       —                  100,000
           Net loss for the year ended December 31, 2004                  —           —                   —                      —               (2,351,828 )            (2,351,828 )

         Balance at December 31, 2004                              6,255,791        6,256          5,692,608              (2,000,000 )           (4,088,361 )              (389,497 )
           Cash payments received on stock subscription
             receivable                                                    —          —                      —             1,500,000                                      1,500,000
           Net loss for the year ended December 31, 2005                   —          —                      —                    —              (1,611,086 )            (1,611,086 )

         Balance at December 31, 2005                              6,255,791        6,256          5,692,608               (500,000 )            (5,699,447 )              (500,583 )
           Cash payments received on stock subscription
              receivable                                                  —            —                  —                 500,000                      —                  500,000
           Conversion of preferred stock to common stock           3,550,851        3,551          1,071,565                     —                       —                1,075,116
           Common stock issued in connection with merger           4,359,891        4,360          1,708,489                     —                       —                1,712,849
           Issuance of common stock for cashless warrant
              exercise                                                56,825          57                 (57 )                     —                     —                       —
           Net loss for the year ended December 31, 2006                  —           —                   —                        —               (584,166 )              (584,166 )

         Balance at December 31, 2006                             14,223,358       14,224          8,472,605                       —             (6,283,613 )             2,203,216
           Sale of common stock for cash                             406,729          407          3,162,543                       —                     —                3,162,950
           Issuance of common stock upon stock option exercise         2,471            2              4,998                       —                     —                    5,000
           Stock-based compensation expense                               —            —           1,518,496                       —                     —                1,518,496
           Net loss for the year ended December 31, 2007                  —            —                  —                        —             (4,241,796 )            (4,241,796 )

         Balance at December 31, 2007                             14,632,558       14,633         13,158,642                       —            (10,525,409 )             2,647,866
           Sale of common stock for cash in private placement
             transactions                                            176,129         176           1,364,824                       —                     —                1,365,000
           Transactions related to common stock purchase
             agreement with Fusion Capital                           130,290         130             405,961                       —                     —                 406,091
           Stock-based compensation:
             Stock options                                                —           —            1,798,169                       —                     —                1,798,169
             Consultant warrants                                          —           —              146,880                       —                     —                  146,880
             Issuance of common stock for consulting services         10,000          10              73,990                       —                     —                   74,000
           Net loss for the year ended December 31, 2008                  —           —                   —                        —             (3,728,187 )            (3,728,187 )

         Balance at December 31, 2008                             14,948,977       14,949         16,948,466                       —            (14,253,596 )             2,709,819
           Transactions related to common stock purchase
             agreement with Fusion Capital                           216,261         216           1,519,784                       —                     —                1,520,000
           Sale of common stock for cash upon exercise of stock
             purchase warrant                                        462,826         463           1,499,537                       —                     —                1,500,000
           Stock-based compensation:
             Stock options                                                —           —            1,221,764                       —                     —                1,221,764
             Consultant warrants                                          —           —               45,401                       —                     —                   45,401
             Issuance of common stock for consulting services          4,500           5              31,495                       —                     —                   31,500
           Net loss for the year ended December 31, 2009                  —           —                   —                        —             (3,284,252 )            (3,284,252 )

         Balance at December 31, 2009                             15,632,564       15,633         21,266,447                       —            (17,537,848 )             3,744,232
           Issuance of common stock in lieu of cash payment
              (unaudited)                                             12,000          12              89,988                       —                     —                   90,000
  Stock-based compensation (unaudited):
    Stock options                                                 —            —          436,687         —                —            436,687
    Consultant warrants                                           —            —           90,801         —                —             90,801
    Issuance of common stock for consulting services          10,500           10          53,803         —                —             53,813
  Fractional share payout upon reverse split (unaudited)        (218 )         —           (1,210 )       —                —             (1,210 )
  Net loss for the nine months ended September 30,
    2010 (unaudited)                                              —            —               —          —        (2,268,544 )       (2,268,544 )

Balance at September 30, 2010 (unaudited)                  15,654,846    $ 15,655   $   21,936,516    $   —   $   (19,806,392 )   $   2,145,779




                                     See accompanying notes to condensed consolidated financial statements.


                                                                             F-22
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                                                           GEOVAX LABS, INC.
                                                   (A DEVELOPMENT STAGE ENTERPRISE)

                                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (Unaudited)


                                                                                    Nine Months Ended                 From Inception
                                                                                      September 30,                  (June 27, 2001) to
                                                                                 2010                 2009          September 30, 2010


         Cash flows from operating activities:
           Net loss                                                         $    (2,268,544 )   $    (2,440,977 )   $    (19,806,392 )
           Adjustments to reconcile net loss to net cash used in
             operating activities:
             Depreciation and amortization                                         107,247               56,456               444,094
             Accretion of preferred stock redemption value                              —                    —                346,673
             Stock-based compensation expense                                      581,301            1,117,290             5,417,511
             Changes in assets and liabilities:
                Grant funds receivable                                            (374,673 )           (232,870 )            (694,994 )
                Prepaid expenses and other current assets                           28,966              245,994               (15,649 )
                Deferred offering costs                                           (260,000 )                 —               (260,000 )
                Deposits & other assets                                            (11,010 )                 —                (11,990 )
                Accounts payable and accrued expenses                              364,444                2,352               935,809
                    Total adjustments                                              436,275            1,189,222             6,161,454
             Net cash used in operating activities                               (1,832,269 )        (1,251,755 )        (13,644,938 )
         Cash flows from investing activities:
           Purchase of property and equipment                                            —              (62,733 )            (521,888 )
             Net cash used in investing activities                                       —              (62,733 )            (521,888 )
         Cash flows from financing activities:
           Net proceeds from sale of common stock                                       —             2,540,000           15,121,898
           Net proceeds from sale of preferred stock                                    —                    —               728,443
           Costs associated with planned stock offering                           (257,173 )                 —              (257,173 )
              Net cash provided (used) by financing activities                     (257,173 )         2,540,000           15,593,168
         Net increase (decrease) in cash and cash equivalents                    (2,089,442 )         1,225,512            1,426,342
         Cash and cash equivalents at beginning of period                         3,515,784           2,191,180                   —
         Cash and cash equivalents at end of period                         $    1,426,342      $     3,416,692     $       1,426,342

         Supplemental disclosure of cash flow information:
           Interest paid                                                    $            —      $            —      $            5,669

                                        See accompanying notes to condensed consolidated financial statements.


                                                                        F-23
Table of Contents



                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                    June 30, 2010
                                                     (unaudited)


         1.     Description of Company and Basis of Presentation

              GeoVax Labs, Inc. (“GeoVax” or the “Company”), is a biotechnology company dedicated to developing vaccines that
         prevent and fight Human Immunodeficiency Virus (“HIV”) infections, that result in Acquired Immunodeficiency Syndrome
         (“AIDS”). We have exclusively licensed from Emory University (“Emory”) vaccine technology which was developed in
         collaboration with the National Institutes of Health (“NIH”) and the Centers for Disease Control and Prevention (“CDC”).
         GeoVax is incorporated under the laws of the State of Delaware and our principal offices are located in Smyrna, Georgia
         (metropolitan Atlanta area).

               We have preventative vaccines being evaluated in a Phase 2a human clinical trial in individuals who are not HIV
         infected and have recently begun a Phase 1 human therapeutic clinical trial in individuals who are HIV infected. Our
         preventative vaccines seek to prevent or control infection by HIV, reduce the rate of disease progression to AIDS and reduce
         the risk of HIV transmission. Our therapeutic vaccines target impeding viral replication to reduce viral load in HIV infected
         individuals with a view to reducing or eliminating the need for anti-HIV medications, and thereby reduce the cost of
         treatment and the detrimental side effects associated with current drug treatments.

              Our current vaccines under development address the subtype, known as clade B, of the HIV virus that is most prevalent
         in the developed world. Our vaccines have been shown to induce strong T-cell (a type of white blood cell) and antibody
         immune responses in non-human primates against the simian immunodeficiency virus, the primate version of the HIV virus.
         Our goals include applying our technology and expertise to develop additional HIV vaccines for global markets that have
         different clades of the virus, manufacturing and testing these vaccines, conducting human trials for vaccine safety and
         effectiveness, and obtaining regulatory approvals to advance the development and commercialization of our vaccines.

              GeoVax is devoting all of its present efforts to research and development and is a development stage enterprise as
         defined by Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 915,
         Development Stage Entities . The accompanying financial statements at September 30, 2010 and for the three and nine
         month periods ended September 30, 2010 and 2009 are unaudited, but include all adjustments, consisting of normal
         recurring entries, which we believe to be necessary for a fair presentation of the dates and periods presented. Interim results
         are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with our
         audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009. Our
         operating results are expected to fluctuate for the foreseeable future. Therefore, period-to-period comparisons should not be
         relied upon as predictive of the results in future periods.

              We disclosed in Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended
         December 31, 2009 those accounting policies that we consider significant in determining our results of operations and
         financial position. There have been no material changes to, or in the application of, the accounting policies previously
         identified and described in the Form 10-K.

               As described in Note 5, on April 27, 2010, GeoVax effected a one-for-fifty reverse stock split of its common stock. The
         accompanying financial statements and all share and per share information contained herein, have been retroactively restated
         to reflect the reverse stock split.


         2.     New Accounting Standards

              There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine
         months ended September 30, 2010, as compared to the recent accounting pronouncements described in our Annual Report
         on Form 10-K for the fiscal year ended December 31, 2009, which we expect to have a material impact on our financial
         statements.


                                                                      F-24
Table of Contents




                                                      GEOVAX LABS, INC.
                                              (A DEVELOPMENT-STAGE ENTERPRISE)

                        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)




         3.      Basic and Diluted Loss Per Common Share

               Basic net loss per share is computed using the weighted-average number of common shares outstanding during the
         period. Diluted net loss per share is computed using the weighted-average number of common shares and potentially dilutive
         common shares outstanding during the period. Potentially dilutive common shares primarily consist of employee stock
         options and warrants issued to investors. Common share equivalents which potentially could dilute basic earnings per share
         in the future, and which were excluded from the computation of diluted loss per share, as the effect would be anti-dilutive,
         totaled approximately 1.9 million and 1.8 million shares at September 30, 2010 and 2009, respectively.


         4.      Commitments

              Lease Agreement

              We lease approximately 8,400 square feet of office and laboratory space located in Smyrna, Georgia (metropolitan
         Atlanta). Future minimum lease payments pursuant to the operating lease total $29,355 for the remainder of 2010, $118,010
         in 2011, $121,560 in 2012, $125,180 in 2013 and $128,920 in 2014.


              Other Commitments

               In the normal course of business, we may enter into various firm purchase commitments related to production and
         testing of our vaccine material, and other research-related activities. As of September 30, 2010, we had approximately
         $501,000 of unrecorded outstanding purchase commitments to our vendors and subcontractors, all of which will be due in
         less than one year.


         5.      Stockholders’ Equity

              Reverse Stock Split

               The accompanying financial statements reflect a one-for-fifty reverse split of the Company’s common stock approved
         by the board of directors and stockholders of the Company and made effective by an amendment to the Company’s
         certificate of incorporation on April 27, 2010. All share and per share information herein that relates to the Company’s
         common stock has been retroactively restated to reflect the reverse stock split.


              Increase in Authorized Shares of Common Stock

              On April 13, 2010, the stockholders of the Company approved an increase to the Company’s authorized shares of
         common stock, from 18,000,000 to 40,000,000, made effective by filing an amendment to the Company’s certificate of
         incorporation on April 13, 2010.


              Common Stock Transactions

              In February 2010, we issued 12,000 shares of our common stock in settlement of an obligation accrued at December 31,
         2009 in the amount of $90,000. During March 2010, we issued an aggregate of 8,250 shares for consulting services and
         recorded general and administrative expense of $46,500 related to the issuances. During June 2010, we issued 2,250 shares
         for consulting services and recorded general and administrative expense of $7,313 related to the issuance.


              Stock Options
     In 2006, we adopted the GeoVax Labs, Inc. 2006 Equity Incentive Plan (the “2006 Plan”) for the granting of qualified
incentive stock options (“ISO’s”), nonqualified stock options, restricted stock awards or restricted stock bonuses to
employees, officers, directors, consultants and advisors of the Company. The exercise price for any


                                                           F-25
Table of Contents




                                                      GEOVAX LABS, INC.
                                              (A DEVELOPMENT-STAGE ENTERPRISE)

                      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


         option granted may not be less than fair value (110% of fair value for ISO’s granted to certain employees). Options granted
         under the 2006 Plan have a maximum ten-year term and generally vest over three years. The Company has reserved
         1,040,000 shares of its common stock for issuance under the 2006 Plan.

               The following table summarizes stock option activity for the nine months ended September 30, 2010:


                                                                                                                    Weighted Average
                                                                                              Number of Shares       Exercise Price


         Outstanding at December 31, 2009                                                             958,956       $              5.87
           Granted                                                                                    112,800                      4.68
           Exercised                                                                                       —                         —
           Forfeited or Expired                                                                       (36,400 )                    8.09
         Outstanding at September 30, 2010                                                          1,035,356       $              5.66
         Exercisable at September 30, 2010                                                            796,049       $              5.61

              Stock-based compensation expense related to the 2006 Plan was $137,049 and $436,687 for the three month and nine
         month periods ended September 30, 2010, respectively, as compared to $317,701 and $1,087,530 for the three month and
         nine month periods ended September 30, 2009, respectively. The table below shows the allocation of stock-based
         compensation expense related to our stock option plan between general and administrative expense and research and
         development expense. As of September 30, 2010, there was $848,651 of unrecognized compensation expense related to
         stock-based compensation arrangements subject to the 2006 Plan, which is expected to be recognized over a weighted
         average period of 2.0 years.


                                                                       Three Months Ended
                                                                          September 30,               Nine Months Ended September 30,
         Expense
         Allocated
         to:                                                           2010            2009               2010              2009


         General and Administrative Expense                        $    85,705      $ 232,262         $ 282,452         $    831,215
         Research and Development Expense                               51,344         85,439           154,235              256,316
         Total                                                     $ 137,049        $ 317,701         $ 436,687         $   1,087,530



            Compensatory Warrants

               We may, from time to time, issue stock purchase warrants to consultants or other service providers in exchange for
         services. As of September 30, 2010, there were a total of 59,400 shares of our common stock covered by outstanding stock
         warrants (all of which are currently exercisable) with a weighted average exercise price of $7.00 per share and a weighted
         average remaining contractual life of 1.9 years. We recorded general and administrative expense of $30,267 and $90,801 for
         the three and nine month periods ended September 30, 2010, respectively, related to the issuance of stock purchase warrants
         in exchange for services, as compared to $15,134 for the three month and nine month periods ended September 30, 2009, all
         of which was recorded as general and administrative expense. As of September 30, 2010, there was $30,256 of unrecognized
         compensation expense related to compensatory warrant arrangements, all of which is expected to be recognized during the
         fourth quarter of 2010.


            Investment Warrants
    In addition to outstanding stock options and compensatory warrants, as of September 30, 2010 we had stock purchase
warrants covering a total of 848,194 shares of our common stock which were issued to investors in previous transactions, all
of which are currently exercisable. Such warrants have a weighted-average exercise price of $16.50 per share and a
weighted-average remaining contractual life of 1.8 years.


                                                            F-26
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                                                       GEOVAX LABS, INC.
                                               (A DEVELOPMENT-STAGE ENTERPRISE)

                      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)




         6.     Income Taxes

               Because of our historically significant net operating losses, we have not paid income taxes since inception. We maintain
         deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and
         liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets are
         comprised primarily of net operating loss carryforwards and also include amounts relating to nonqualified stock options and
         research and development credits. The net deferred tax asset has been fully offset by a valuation allowance because of the
         uncertainty of our future profitability and our ability to utilize the deferred tax assets. Utilization of operating losses and
         credits may be subject to substantial annual limitations due to ownership change provisions of Section 382 of the Internal
         Revenue Code. The annual limitation may result in the expiration of net operating losses and credits before utilization.


         7.     NIH Grant Funding

              In September 2007, the National Institutes of Health (NIH) awarded us an Integrated Preclinical/Clinical AIDS Vaccine
         Development (IPCAVD) grant to support our HIV/AIDS vaccine program. The project period for the grant, which is
         renewable annually, covers a five year period which commenced October 2007, with an expected annual award of generally
         between $3 and $4 million per year (approximately $19.4 million in the aggregate). The most recent award is for the period
         September 1, 2010 through August 31, 2011 in the amount of $4.9 million. We are utilizing this funding to further our
         HIV/AIDS vaccine development, optimization and production. We record revenue associated with the grant as the related
         costs and expenses are incurred and such revenue is reported as a separate line item in our statements of operations.


         8.     Related Party Transactions

              We are obligated to reimburse Emory University (a significant stockholder of the Company) for certain prior and
         ongoing costs in connection with the filing, prosecution and maintenance of patent applications subject to our technology
         license agreement from Emory. The expense associated with these ongoing patent cost reimbursements to Emory amounted
         to approximately $143,000 during the nine month period ending September 30, 2010.

              We have entered into two research agreements with Emory for the purpose of conducting research and development
         activities associated with our IPCAVD grant from the NIH (see Note 7). During the nine month period ending September 30,
         2010, we recorded approximately $1,231,000 of expense associated with these contracts. All amounts paid to Emory under
         these agreements are reimbursable to us pursuant to the IPCAVD grant from the NIH.

              In March 2008, we entered into a consulting agreement with Donald Hildebrand, the Chairman of our Board of
         Directors and our former President and Chief Executive Officer, pursuant to which Mr. Hildebrand provides business and
         technical advisory services to the Company. The term of the consulting agreement began on April 1, 2008 and will end on
         December 31, 2010. During the nine month period ended September 30, 2010 we recorded $43,200 of expense associated
         with the consulting agreement.


                                                                      F-27
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                                 GEOVAX LABS, INC.
                                        Minimum $5,000,000 (                  Units)

                                       Maximum $10,000,000 (                  Units)

                                                 $      Per Unit

                                                 PROSPECTUS



                    Global Hunter Securities                    Gilford Securities Incorporated




                                    The date of this Prospectus is November , 2010
Table of Contents



                                                                     PART II

                                           INFORMATION NOT REQUIRED IN PROSPECTUS


         13. Other Expenses of Issuance and Distribution.

              The following table sets forth the estimated costs and expenses of the Registrant in connection with the offering
         described in the registration statement. Unless otherwise indicated below, all of these expenses will be borne by us.


         SEC Registration Fee                                                                                       $   2,852
         FINRA Filing Fee                                                                                           $   4,500
         Legal Fees and Expenses                                                                                    $ 450,000 *
         Accounting Fees and Expenses                                                                               $ 15,000 *
         Printing Fees and Expenses                                                                                 $ 50,000 *
         Transfer Agent, Custodian, and Escrow Agent Fees                                                           $ 25,000 *
         Miscellaneous                                                                                              $   2,648 *

            TOTAL                                                                                                   $ 550,000 *




         * Estimated


         14. Indemnification of Directors and Officers.

               Section 145 of the Delaware General Corporation Law (the “DGCL”), provides, among other things, that a corporation
         may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
         action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or
         was a director, officer, employee or agent of the corporation, or is or was serving at the corporation’s request as a director,
         officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
         (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
         in connection with the action, suit or proceeding. The power to indemnify applies (i) if such person is successful on the
         merits or otherwise in defense of any action, suit or proceeding or (ii) if such person acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or
         proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought
         by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but
         excluding amounts paid in settlement), actually and reasonably incurred and not to any satisfaction of judgment or settlement
         of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any
         adjudication of negligence or misconduct in the performance of his duties to the corporation, unless a court believes that in
         light of all the circumstances indemnification should apply.

               Our bylaws provide that we may indemnify any person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
         than an action by or in the right of the Company) by reason of the fact that the person is or was a director, officer, employee
         or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),
         judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such
         action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not
         opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable
         cause to believe the person’s conduct was unlawful. Our bylaws also provide that we may indemnify any person who was or
         is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
         Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or
         agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and


                                                                        II-1
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         reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in
         good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and
         except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been
         adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in
         which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view
         of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
         Delaware Court of Chancery or such other court shall deem proper.

              Under our bylaws, expenses (including attorneys’ fees) incurred by an officer or director in defending any civil,
         criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final
         disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to
         repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company.
         Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so
         paid upon such terms and conditions, if any, as we deem appropriate.

              The indemnification and advancement of expenses provided by our bylaws is not exclusive, both as to action in such
         person’s official capacity and as to action in another capacity while holding such office.

               Our bylaws also provide that we may purchase and maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer,
         employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
         against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether
         or not the Company would have the power to indemnify such person against such liability under our bylaws. The Company
         maintains an insurance policy providing for indemnification of its officers, directors and certain other persons against
         liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions.

               In October 2006, GeoVax and our subsidiary, GeoVax, Inc. entered into indemnification agreements with
         Messrs. McNally, Reynolds, Hildebrand, Kollintzas and Spencer. Pursuant to these agreements, we have agreed to hold
         harmless and indemnify these directors and officers to the full extent authorized or permitted by applicable Illinois and
         Georgia law against certain expenses and other liabilities actually and reasonably incurred by these individuals in connection
         with certain proceedings if they acted in a manner they believed in good faith to be in or not opposed to the best interests of
         the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that such conduct was
         unlawful. The agreements also provide for the advancement of expenses to these individuals subject to specified conditions.
         Under these agreements, we will not indemnify these individuals for expenses or other amounts for which applicable Illinois
         and Georgia law prohibit indemnification. The obligations under these agreements continue during the period in which these
         individuals are our directors or officers and continue thereafter so long as these individuals shall be subject to any
         proceeding by reason of their service to the Company, whether or not they are serving in any such capacity at the time the
         liability or expense incurred for which indemnification can be provided under the agreements.

              Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or
         persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of
         the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.


         15. Recent Sales of Unregistered Securities.

            GeoVax Labs, Inc., an Illinois corporation

              In November and December 2007, we issued an aggregate of 337,155 shares of our common stock and warrants to
         purchase an aggregate of 534,669 shares of our common stock at $16.50 per share to 29 individual accredited investors for
         an aggregate purchase price of $2,612,950.

              In December 2007, we also issued 38,710 shares of our common stock and warrants to purchase an aggregate of
         31,429 shares of our common stock at $16.50 per share to an institutional investor for an aggregate purchase price of
         $300,000.


                                                                       II-2
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              In January and March 2008, we issued an aggregate of 6,000 shares of our common stock and a warrant to purchase
         54,000 shares of our common stock at $16.50 per share to Equinox One Consulting, LLC (“Equinox One”) for public and
         financial relations services to be rendered to us during 2008. The warrant vested in installments with 21,600 shares vested
         upon issuance and 10,800 shares vesting on each of June 30, September 30, and December 31, 2008.

              During April and May 2008, we sold to fifteen individual accredited investors 176,129 shares of our common stock and
         warrants to purchase an aggregate of 282,097 shares of common stock at an exercise price of $16.50 per share for an
         aggregate purchase price of $1,365,000.

              In May 2008, we entered into the Purchase Agreement (the “Purchase Agreement”) with Fusion Capital, an institutional
         investor, as disclosed in our Form 8-K filed May 12, 2008, and we issued to Fusion Capital 49,610 shares of our common
         stock as a commitment fee. This completed the private placement, pursuant to which we may sell shares to Fusion Capital, as
         described in that Form 8-K and the related Form S-1 (Reg. No. 333-151491). The Form S-1 registered the sale by Fusion
         Capital, in an indirect primary offering, of the shares acquired under the Purchase Agreement. We disclose information
         regarding the number of shares sold in a given period in the notes to our financial statements. We had previously issued
         4,000 shares to Fusion Capital as an expense reimbursement upon execution of the related term sheet. See “The Fusion
         Transaction.”

               No underwriters or placement agents were used in the above transactions. We relied upon the exemptions from
         registration contained in Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder as to all of the
         transactions, as the investors were either deemed to be sophisticated with respect to the investment in the securities due to
         their financial condition and/or involvement in our business or were accredited investors. Restrictive legends were placed on
         the certificates evidencing the securities issued in all of the above transactions.


            GeoVax Labs, Inc., a Delaware corporation

               On June 18, 2008, GeoVax Labs, Inc., a Delaware corporation, issued approximately 14,868,297 shares of its common
         stock to former holders of common stock of GeoVax Labs, Inc., an Illinois corporation on a one-for-1 basis. Outstanding
         options and warrants to acquire approximately 2,200,182 shares of common stock of the Illinois corporation were converted
         into the right to acquire shares of the Delaware corporation on a one-for-1 basis.

              The Delaware corporation relied upon SEC Rule 145(a)(2). The transaction was a statutory merger in which the
         securities of the Illinois corporation were exchanged for the securities of the Delaware corporation and the transaction’s sole
         purpose was to change the issuer’s domicile from Illinois to Delaware.

             On July 1, 2008, we issued 2,000 shares of our common stock to Equinox One for services rendered pursuant to a
         consulting agreement with the Company.

              For the quarter ended September 30, 2008, we sold an aggregate of 32,463 shares of our common stock to Fusion
         Capital pursuant to the Purchase Agreement for an aggregate purchase price of $240,000. We also issued to Fusion Capital
         an additional 1,191 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase
         Agreement.

             On October 13, 2008, we issued 2,000 shares of our common stock to Equinox One for services rendered pursuant to a
         consulting agreement with the Company.

              For the quarter ended December 31, 2008, we sold an aggregate of 41,736 shares of our common stock to Fusion
         Capital pursuant to the Purchase Agreement for an aggregate purchase price of $260,000. We also issued to Fusion Capital
         an additional 1,290 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase
         Agreement.

              For the quarter ended March 31, 2009, we sold an aggregate of 48,009 shares of our common stock to Fusion Capital
         pursuant to the Purchase Agreement for an aggregate purchase price of $240,000. We also issued to Fusion Capital an
         additional 1,191 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase
         Agreement.


                                                                       II-3
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              For the quarter ended June 30, 2009, we sold an aggregate of 74,692 shares of our common stock to Fusion Capital
         pursuant to the Purchase Agreement for an aggregate purchase price of $590,000. We also issued to Fusion Capital an
         additional 2,927 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase
         Agreement.

              On September 4, 2009, we issued 2,250 shares of our common stock to Equinox One pursuant to a consulting
         agreement with the Company.

              For the quarter ended September 30, 2009, we sold an aggregate of 27,837 shares of our common stock to Fusion
         Capital pursuant to the Purchase Agreement for an aggregate purchase price of $210,000. We also issued to Fusion Capital
         an additional 1,042 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase
         Agreement.

              For the quarter ended December 31, 2009, we sold an aggregate of 58,182 shares of our common stock to Fusion
         Capital pursuant to the Purchase Agreement for an aggregate purchase price of $480,000. We also issued to Fusion Capital
         an additional 2,381 shares of our common stock as a partial settlement of the commitment fee for entering into the Purchase
         Agreement.

             On each of December 1, 2009, March 1, 2010, and June 1, 2010, we issued 2,250 shares of our common stock to
         Equinox One Consulting, LLC for services rendered pursuant to a consulting agreement with the Company.

              For all of the aforementioned transactions with Fusion Capital and Equinox One, respectively, we relied on Section 4(2)
         of the Securities Act and Rule 506 promulgated thereunder. The shares were only offered to a single accredited investor who
         purchased for investment in a transaction that did not involve a general solicitation.

              On September 22, 2009 we issued 462,826 shares of our common stock to Mr. Stavros Papageorgiou. The shares were
         issued to Mr. Papageorgiou pursuant to his exercise in full of a warrant granted on May 15, 2006. The Company received
         $1,500,000 for the shares it sold. The Company relied on Section 4(2) of the Securities Act to issue the common stock and
         warrant, inasmuch as the common stock was issued to a single accredited investor who purchased for investment in a
         transaction that did not involve a general solicitation.

               In February 2010, we issued 12,000 shares of our common stock to Dr. Daniel Kiddy to settle a lawsuit claiming he was
         entitled to such shares.

              On March 15, 2010, we issued 6,000 shares, in the aggregate, of our common stock to Ms. Dian Griesel and Mr. Kevin
         Moran, two individuals affiliated with The Investor Relations Group, our investor relations and public relations firm for
         services rendered to us.

              For the aforementioned transactions with Dr. Kiddy and the affiliates of IRG, we relied on Section 4(2) of the Securities
         Act and Rule 506 promulgated thereunder to issue the common stock. No advertising or general solicitation was employed in
         offering the shares. The shares were issued to accredited investors or to no less than 35 accredited investors who received
         specified information and had appropriate knowledge and experience. The shares were offered for investment purposes only
         and not for the purpose of resale or distribution.


                                                                      II-4
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         16.        Exhibits and Financial Statement Schedules

               (a) Exhibits.


               Exhibit
               Numbe
                 r                                                          Description


                1 .1***         Form of Placement Agency Agreement
                2 .1            Agreement and Plan of Merger by and among GeoVax, Inc., GeoVax Acquisition Corp. and Dauphin
                                Technology, Inc., dated January 20, 2006(1)
                2 .2            First Amendment to Agreement and Plan of Merger by and among GeoVax, Inc., GeoVax Acquisition
                                Corp. and Dauphin Technology, Inc., dated June 29, 2006(2)
                2 .3            Second Amendment to Agreement and Plan of Merger by and among GeoVax, Inc., GeoVax
                                Acquisition Corp. and Dauphin Technology, Inc., dated September 27, 2006(3)
                3 .1            Certificate of Incorporation(5)
                3 .1.1**        Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed April 13,
                                2010(10)
                3 .1.2**        Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed April 27,
                                2010(11)
                3 .2            Bylaws(5)
                4 .1***         Form of Subscription Agreement
                4 .2**          Form of Unit Warrant
                4 .3            Form of Stock Certificate for Common Stock, effective upon consummation of the reverse stock
                                split(11)
                4 .4**          Form of Subscription Escrow Agreement.
                5 .1**          Opinion of Womble Carlyle Sandridge & Rice, PLLC
               10 .1*           Employment Agreement by and between GeoVax Labs, Inc. and Robert T. McNally dated April 1,
                                2008(6)
               10 .2*           Employment Agreement between GeoVax, Inc. and Mark W. Reynolds, as amended and restated, dated
                                as of January 1, 2010(9)
               10 .3*           Employment Agreement between GeoVax, Inc. and Harriet L. Robinson dated as of November 19,
                                2007(9)
               10 .4*           Employment Agreement by and between GeoVax, Inc. and Mark Newman dated as of January 4,
                                2010(9)
               10 .5*,**        GeoVax Labs, Inc. 2006 Equity Incentive Plan
               10 .6            License Agreement by and between GeoVax, Inc. and Emory University, as amended and restated,
                                dated June 23, 2004(3)
               10 .7            Technology Sale and Patent License Agreement by and between GeoVax, Inc. and MFD, Inc., dated
                                December 26, 2004(3)
               10 .8            Office and Laboratory Lease by and between UCB, Inc. and GeoVax, Inc., dated August 31, 2009(8)
               10 .10           Consulting Agreement by and between Donald G. Hildebrand and GeoVax Labs, Inc., as amended,
                                dated December 11, 2009(6)
               10 .11           Common Stock Purchase Agreement by and between GeoVax Labs, Inc. and Fusion Capital Fund II,
                                LLC, dated as of May 8, 2008(7)
               10 .12           Registration Rights Agreement by and between GeoVax Labs, Inc. and Fusion Capital Fund II, LLC(7)
               10 .13*          Summary of the GeoVax Labs, Inc. Director Compensation Plan(9)
               10 .14*,**       Form of Incentive Stock Option Agreement under GeoVax, Inc. 2002 Stock Option and Incentive Plan
               10 .15*,**       Form of Non-Qualified Stock Option Agreement under GeoVax, Inc. 2002 Stock Option and Incentive
                                Plan
               10 .16*,**       Form of Non-Qualified Stock Option Agreement under GeoVax, Inc. 2006 Equity Incentive Plan
               10 .19**         Form of Indemnification Agreement
               10 .20***        Subcontract by and between GeoVax Labs, Inc. and Emory University dated June 23, 2009


                                                                     II-5
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               Exhibit
               Numbe
                 r                                                         Description


               10 .21***    Amendment to Subcontract dated November 6, 2009
               10 .22***    Subcontract by and between GeoVax Labs, Inc. and Emory University dated June 27, 2009
               10 .23***    Amendment to Subcontract dated November 6, 2009
               21 .1        Subsidiaries of the Registrant(4)
               23 .1***     Consent of Porter Keadle Moore LLP, an independent registered public accounting firm
               23 .2***     Consent of Tripp, Chafin & Company, LLC, an independent registered public accounting firm
               23 .3**      Consent of Womble Carlyle Sandridge & Rice, PLLC (contained in the opinion filed as Exhibit 5.1
                            hereof)
               24 .1**      Power of Attorney (included on the signature page to this Registration Statement filed on March 31,
                            2010)
               24 .2**      Power of Attorney (included on the signature page to Amendment No. 1 to this Registration Statement
                            filed on May 12, 2010)


              * Indicates a management contract or compensatory plan or arrangement.

             ** Previously filed.

           *** Filed herewith.

            (1) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on January 24, 2006.

            (2) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on July 13, 2006.

            (3) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on October 4, 2006.

            (4) Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
                Commission on March 28, 2007.

            (5) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on June 23, 2008.

            (6) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on March 24, 2008.

            (7) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on May 12, 2008.

            (8) Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed with the Securities and
                Exchange Commission on November 6, 2009.

            (9) Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
                Commission on March 8, 2010.

           (10) Incorporated by reference to the registrant’s Current Report on Form 8-K filed April 14, 2010

           (11) Incorporated by reference to the registrant’s Current Report on Form 8-K filed April 28, 2010

               (b) Financial Statement Schedules.
      Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2009, 2008 and 2007 (unaudited)
is included in the accompanying prospectus on page F-19.

     All other financial statement schedules have been omitted because they are not applicable or not required or because the
information is included elsewhere in the Consolidated Financial Statements or the Notes thereto.

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         17. Undertakings.

               a. The undersigned registrant hereby undertakes:

                    1. To file, during any period in which offers or sales are being made, a post-effective amendment to this
               registration statement:

                         i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

                          ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement
                    (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or high end of the estimated maximum offering range
                    may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
                    the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
                    price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

                         iii. To include any material information with respect to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such information in the registration statement.

                    2. That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such
               post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,
               and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                   3. To remove from registration by means of a post-effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

                    4. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser
               in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities
               of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell
               the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
               communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such
               securities to such purchaser:

                          i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to
                    be filed pursuant to Rule 424;

                         ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
                    or used or referred to by the undersigned registrant;

                        iii. The portion of any other free writing prospectus relating to the offering containing material information
                    about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

                        iv. Any other communication that is an offer in the offering made by the undersigned registrant to the
                    purchaser.

                    b. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been
               advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
               expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
               such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of
               the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
               controlling person in connection with the securities being registered, the registrant will, unless in the opinion of our
               counsel the matter has been settled by controlling


                                                                         II-7
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               precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
               policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

               c. The undersigned registrant hereby undertakes that:

                    1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the
               form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of
               prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
               to be part of this registration statement as of the time it was declared effective.

                     2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment
               that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
               herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


                                                                        II-8
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                                                                SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
         believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be
         signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 8 th day of
         November, 2010.



                                                                       GEOVAX LABS, INC.



                                                                       By: /s/ Robert T. McNally, Ph.D.
                                                                           Robert T. McNally Ph.D.
                                                                           President and Chief Executive Officer


                                                          POWER OF ATTORNEY

              Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
         persons in the capacities and on the dates indicated.


                                   Nam
                                    e                                                   Title                                Date



         /s/ Robert T. McNally, Ph.D.                                  Director President & Chief Executive          November 8, 2010
         Robert T. McNally, Ph.D.                                      Officer (Principal Executive Officer)

         /s/ Mark W. Reynolds                                           Chief Financial Officer (Principal           November 8, 2010
         Mark W. Reynolds                                               Financial and Accounting Officer)

         /s/ Steven S. Antebi*                                                        Director                       November 8, 2010
         Steven S. Antebi

         /s/ David A. Dodd*                                                           Director                       November 8, 2010
         David A. Dodd

         /s/ Dean G. Kollintzas*                                                      Director                       November 8, 2010
         Dean G. Kollintzas

         /s/ John N. Spencer, Jr.*                                                    Director                       November 8, 2010
         John N. Spencer, Jr.

         /s/ Donald G. Hildebrand *                                                   Director                       November 8, 2010
         Donald G. Hildebrand

         /s/ Harriet L. Robinson *                                                    Director                       November 8, 2010
         Harriet L. Robinson

         *By:       /s/ Mark W. Reynolds
                    Mark W. Reynolds
                    Attorney-in-Fact


                                                                       II-9
Table of Contents

                                                          EXHIBIT INDEX


               Exhibit
               Numbe
                 r                                                      Description


                1 .1***     Form of Placement Agency Agreement
                2 .1        Agreement and Plan of Merger by and among GeoVax, Inc., GeoVax Acquisition Corp. and Dauphin
                            Technology, Inc., dated January 20, 2006(1)
                2 .2        First Amendment to Agreement and Plan of Merger by and among GeoVax, Inc., GeoVax Acquisition
                            Corp. and Dauphin Technology, Inc., dated June 29, 2006(2)
                2 .3        Second Amendment to Agreement and Plan of Merger by and among GeoVax, Inc., GeoVax
                            Acquisition Corp. and Dauphin Technology, Inc., dated September 27, 2006(3)
                3 .1        Certificate of Incorporation(5)
                3 .1.1**    Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed April 13,
                            2010(10)
                3 .1.2**    Certificate of Amendment to the Certificate of Incorporation of GeoVax Labs, Inc. filed April 27,
                            2010(11)
                3 .2        Bylaws(5)
                4 .1***     Form of Subscription Agreement
                4 .2**      Form of Unit Warrant
                4 .3        Form of Stock Certificate for Common Stock, effective upon Consummation of the reverse stock
                            split(11)
                4 .4**      Form of Subscription Escrow Agreement
                5 .1**      Opinion of Womble Carlyle Sandridge & Rice, PLLC
               10 .1*       Employment Agreement by and between GeoVax Labs, Inc. and Robert T. McNally dated April 1,
                            2008(6)
               10 .2*       Employment Agreement between GeoVax, Inc. and Mark W. Reynolds, as amended and restated, dated
                            as of January 1, 2010(9)
               10 .3*       Employment Agreement between GeoVax, Inc. and Harriet L. Robinson dated as of November 19,
                            2007(9)
               10 .4*       Employment Agreement by and between GeoVax, Inc. and Mark Newman dated as of January 4,
                            2010(9)
               10 .5*,**    GeoVax Labs, Inc. 2006 Equity Incentive Plan
               10 .6        License Agreement by and between GeoVax, Inc. and Emory University, as amended and restated,
                            dated June 23, 2004(3)
               10 .7        Technology Sale and Patent License Agreement by and between GeoVax, Inc. and MFD, Inc., dated
                            December 26, 2004(3)
               10 .8        Office and Laboratory Lease by and between UCB, Inc. and GeoVax, Inc., dated August 31, 2009(8)
               10 .10       Consulting Agreement by and between Donald G. Hildebrand and GeoVax Labs, Inc., as amended,
                            dated December 11, 2009(6)
               10 .11       Common Stock Purchase Agreement by and between GeoVax Labs, Inc. and Fusion Capital Fund II,
                            LLC, dated as of May 8, 2008(7)
               10 .12       Registration Rights Agreement by and between GeoVax Labs, Inc. and Fusion Capital Fund II, LLC(7)
               10 .13*      Summary of the GeoVax Labs, Inc. Director Compensation Plan(9)
               10 .14*,**   Form of Incentive Stock Option Agreement under GeoVax, Inc. 2002 Stock Option and Incentive Plan
               10 .15*,**   Form of Non-Qualified Stock Option Agreement under GeoVax, Inc. 2002 Stock Option and Incentive
                            Plan
               10 .16*,**   Form of Non-Qualified Stock Option Agreement under GeoVax, Inc. 2006 Equity Incentive Plan
               10 .19**     Form of Indemnification Agreement
               10 .20***    Subcontract by and between GeoVax Labs, Inc. and Emory University dated June 23, 2009
               10 .21***    Amendment to Subcontract dated November 6, 2009
               10 .22***    Subcontract by and between GeoVax Labs, Inc. and Emory University dated June 27, 2009
Table of Contents




               Exhibit
               Numbe
                 r                                                         Description


               10 .23***    Amendment to Subcontract dated November 6, 2009
               21 .1        Subsidiaries of the Registrant(4)
               23 .1***     Consent of Porter Keadle Moore LLP, an independent registered public accounting firm
               23 .2***     Consent of Tripp, Chafin & Company, LLC, an independent registered public accounting firm
               23 .3**      Consent of Womble Carlyle Sandridge & Rice, PLLC (contained in the opinion filed as Exhibit 5.1
                            hereof)
               24 .1**      Power of Attorney (included on the signature page to this Registration Statement filed on March 31,
                            2010)
               24 .2**      Power of Attorney (included on the signature page to Amendment No. 1 to this Registration Statement
                            filed on May 12, 2010)


              * Indicates a management contract or compensatory plan or arrangement.

             ** Previously filed.

           *** Filed herewith.

            (1) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on January 24, 2006.

            (2) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on July 13, 2006.

            (3) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on October 4, 2006.

            (4) Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
                Commission on March 28, 2007.

            (5) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on June 23, 2008.

            (6) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on March 24, 2008.

            (7) Incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange
                Commission on May 12, 2008.

            (8) Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed with the Securities and
                Exchange Commission on November 6, 2009.

            (9) Incorporated by reference from the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
                Commission on March 8, 2010.

           (10) Incorporated by reference to the registrant’s Current Report on Form 8-K filed April 14, 2010.

           (11) Incorporated by reference to the registrant’s Current Report on Form 8-K filed April 28, 2010.
                                                                                                                                     Exhibit 1.1


                                                       GEOVAX LABS, INC.
                         From Units Representing $5 Million (________ Units) to Units Representing $10 Million
                                (________ Units), Each Consisting of One Share of Common Stock and
                            One Five-Year Warrant to Purchase One (1) Additional Share of Common Stock


                                                  PLACEMENT AGENCY AGREEMENT

                                                                                                                           ____________, 2010

Global Hunter Securities LLC                                               Gilford Securities, Incorporated
660 Newport Center Drive, Suite 950                                        777 Third Avenue
Newport Beach, CA 92660                                                    New York, NY 10017
Ladies and Gentlemen:
    GeoVax Labs, Inc., a Delaware corporation (the “ Company ”) proposes to issue and sell units (the “ Units ”), with each Unit consisting of
one share of common stock (each, a “ Share ”), par value $0.001 per share (the “ Common Stock ”) and one five-year warrant to purchase one
(1) additional share of Common Stock, a form of which is attached hereto as Exhibit A (each, a “ Warrant ”) to certain investors that are
“accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “ Act
”) or “qualified institutional buyers” within the meaning of Rule 144A (collectively, the “ Investors ”), or are otherwise approved by the
Company to invest. The Company desires to engage Global Hunter Securities LLC (“ GHS ”) and Gilford Securities, Incorporated (“ Gilford
”) as the placement agents (collectively, the “ Placement Agents ”), with GHS acting as the lead Placement Agent, in connection with such
issuance and sale of the Units (the “ Offering ”). The Units, Shares and Warrants are more fully described in the Registration Statement (as
hereinafter defined).
   The Company hereby confirms as follows its agreement with the Placement Agents.
   1. Agreement to Act as Placement Agents . On the basis of the representations, warranties and agreements of the Company herein
contained and subject to all the terms and conditions of this Agreement, the Placement Agents agree to act as the Company’s exclusive
Placement Agents in connection with the issuance and sale, on a minimum-maximum best efforts basis, by the Company of the Units to the
Investors. The Placement Agents agree to use their commercially reasonable best efforts to identify prospective Investors and assist the
Company in selling the Units in accordance with applicable federal and state laws. The Company shall pay to the Placement Agents an
aggregate of eight percent (8%) of the proceeds received by the Company from the sale of the Units. The Placement Agents have agreed that
their selling commissions would be allocated sixty percent (60%) to GHS and forty percent (40%) to Gilford, after the deduction by GHS of the
amount of any unreimbursed sales and marketing expenses.
   2. Delivery and Payment .
      (a) Delivery of and Payment for Units . Prior to or at the Closing Date (defined below), each of the Investors will deposit an amount
equal to the price per Unit as shown on the cover page of the Prospectus (as hereinafter defined) multiplied by the number of Units to be
purchased by the Investor in an escrow account established, at the Company’s expense, for the
benefit of the Investors (the “ Escrow Account ”) at Wells Fargo Bank, National Association (the ” Escrow Agent ”). Until subscriptions for
Units representing $5 million have been received, the Placement Agents shall promptly, upon receipt of any and all checks, drafts, and money
orders received from prospective purchasers of the Units, deliver same to the Transfer Agent (also serving as escrow agent) for deposit into the
Escrow Account by noon of the next business day following the receipt, together with a written account of each purchaser which sets forth,
among other things, the name and address of the purchaser, the number of Units purchased and the amount paid therefor. Any checks received
which are made payable to any party other than the Transfer Agent (also serving as escrow agent), shall be returned to the purchaser who
submitted the check and not accepted. At 10:00 a.m., New York City time, on ________, 2010, or at such other time on such other date as may
be agreed upon by the Company and the Placement Agents (such date is hereinafter referred to as the “ Closing Date ”), the Company shall
deliver (i) the Shares, which delivery may be made through the facilities of the Depository Trust Company directly to the Investors, and (ii) the
Warrants, which delivery shall be made through delivery of a duly executed Warrant, each in the name of the Investor to the Placement Agents
for forwarding to the Investors, upon payment for the Units by the Investors. The closing (the “ Closing ”) shall take place at the office of
Womble Carlyle Sandridge & Rice, PLLC, 271 17th Street, Suite 2400, Atlanta, Georgia 30363-1017. All actions taken at the Closing shall be
deemed to have occurred simultaneously.
       (b) Form of Warrants and Shares . The Warrants and the certificates evidencing the Shares shall be in definitive form and shall be
registered in such names and in such denominations as the Placement Agents shall request by written notice to the Company. For the purpose
of expediting the checking and packaging of certificates for the Units, the Company agrees to make the Warrants and certificates evidencing
the Shares available for inspection at least 24 hours prior to delivery to the Investors.
   3. Representations and Warranties of the Company . The Company represents and warrants and covenants to the Placement Agents that:
      (a) The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-1
(Registration No. 333-165828), which has become effective, relating to the Securities (defined below), under the Act, and the rules and
regulations (collectively referred to as the “ Rules and Regulations ”) of the Commission promulgated thereunder. As used in this Agreement:
         (i) “ Applicable Time ” means 6:00 p.m. New York City time on the date of this Agreement;
        (ii) “ Company Lock-Up Agreement ” means that certain lock-up agreement executed by the Company dated April 13, 2010, as
amended;
          (iii) “ Effective Date ” means any date as of which any part of the Registration Statement became, or is deemed to have become,
effective under the Act in accordance with the Rules and Regulations;
       (iv) “ Investor Subscription Agreement ” means the proposed subscription agreements to be executed by certain Investors and the
Company in order to consummate the sale of the Units, substantially in the form attached hereto as Exhibit B ;

                                                                        2
         (v) “ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations)
prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Units, if any; unless
counsel to the Company and the Placement Agents agree that the Company is not an “ineligible issuer” and is otherwise eligible to use a free
writing prospectus pursuant to Rule 405, the parties acknowledge and agree that no Issuer Free Writing Prospectus shall be used or referred to
by the Company in connection with the offering of the Units;
          (vi) “ Preliminary Prospectus ” means any preliminary prospectus relating to the Units included in the Registration Statement or
filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto
relating to the Units;
          (vii) “ Pricing Disclosure Materials ” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each
Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time;
          (viii) “ Prospectus ” means the final prospectus relating to the Units including any prospectus supplement thereto relating to the
Units, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
          (ix) “ Registration Statement ” includes and means, collectively, the various parts of such registration statement, each as amended as
of the Effective Date for such part, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement;
         (x) “ Securities ” means, collectively, the Units, the Shares, the Warrants and the Warrant Shares;
         (xi) “ Transaction Documents ” means, collectively, this Agreement, the Company Lock-Up Agreement, the Warrants and the
Investor Subscription Agreements; and
         (xii) “ Warrant Shares ” means the shares of Common Stock issuable upon exercise of the Warrants.
Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated or deemed
to be incorporated by reference therein pursuant to Form S-1 under the Act as of the date of such Preliminary Prospectus or the Prospectus, as
the case may be. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”), after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the
date of the Prospectus, as the case may be, which is incorporated in such Registration Statement, Preliminary Prospectus or Prospectus by
reference.

                                                                         3
       (b) The Registration Statement has heretofore become effective under the Act or, with respect to any registration statement to be filed to
register the offer and sale of Units pursuant to Rule 462(b) under the Act, will be filed with the Commission and become effective under the
Act no later than 10:00 p.m., New York City time, on the date of determination of the public offering price for the Units; provided no stop
order of the Commission preventing or suspending the use of any Prospectus, or the effectiveness of the Registration Statement, has been
issued, and no proceedings for such purpose have been instituted or, to the Company’s knowledge, are contemplated by the Commission.
      (c) [ Omitted ]
      (d) The Registration Statement, at the time it became effective, as of the date hereof, and at the Closing Date conformed and will
conform in all material respects to the requirements of the Act and the Rules and Regulations. The Preliminary Prospectus conformed, and the
Prospectus will conform, when filed with the Commission pursuant to Rule 424(b) and on the Closing Date in all material respects to the
requirements of the Act and the Rules and Regulations. The documents incorporated by reference in any Preliminary Prospectus or the
Prospectus conformed, when filed with the Commission, and any further documents so incorporated will conform, when filed with the
Commission, in all material respects to the requirements of the Exchange Act or the Act, as applicable, and the rules and regulations of the
Commission thereunder.
       (e) The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading.
      (f) The Prospectus will not, as of its date and on the Closing Date, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement contained in
the Prospectus in reliance upon and in conformity with information concerning the Placement Agents and furnished in writing by the Placement
Agents to the Company expressly for use in the Prospectus, as set forth in Section 9(b) hereof.
      (g) Neither the documents incorporated by reference in any Preliminary Prospectus nor the documents that will be incorporated into the
Prospectus, when filed with the Commission, and any further documents filed and incorporated by reference therein contained or will contain,
when filed with the Commission, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading.
      (h) The Pricing Disclosure Materials did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading, except that the price of the Units, number of Units to be sold, and disclosures directly relating thereto will be included on
the cover page of the Prospectus; provided, however, that the Company makes no representation or warranty with respect to any statement
contained in the Pricing Disclosure Materials in reliance upon and in conformity with information concerning the Placement Agents and
furnished in writing by the Placement Agents to the Company expressly for use in the Pricing Disclosure Materials, as set forth in Section 9(a)
hereof.

                                                                          4
       (i) Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433),
when considered together with the Pricing Disclosure Materials as of the Applicable Time, did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, except that the price of the Units, number of Units to be sold, and disclosures directly relating thereto
will be included on the cover page of the Prospectus.
       (j) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act and the Rules
and Regulations on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing
Prospectus pursuant to the Rules and Regulations. The Company has not made any offer relating to the Securities that would constitute an
Issuer Free Writing Prospectus without the prior written consent of the Placement Agents, except as set forth on Schedule 1 hereto. The
Company has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed
pursuant to the Rules and Regulations.
       (k) The Company is, and at the Closing Date will be, duly organized, validly existing and in good standing under the laws of Delaware.
The Company has, and at the Closing Date will have, the requisite power and authority to conduct all the activities conducted by it, to own or
lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus (or, if the
Prospectus is not in existence, in the most recent Preliminary Prospectus). The Company is, and at the Closing Date will be, duly licensed or
qualified to do business and in good standing as a foreign organization in all jurisdictions in which the nature of the activities conducted by it or
the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or
in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would
reasonably be expected to have a material adverse effect on or affecting the business, prospects, properties, management, consolidated financial
position, stockholders’ equity or results of operations of the Company and its Subsidiaries (as defined below) taken as a whole (a “ Material
Adverse Effect ”). Except as disclosed in the Registration Statement, the Company does not own, and at the Closing Date will not own,
directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any
firm, partnership, joint venture, association or other entity. Complete and correct copies of the articles or certificate of incorporation and of the
bylaws of the Company and all amendments thereto have been delivered to the Placement Agents, and no changes therein will be made
subsequent to the date hereof and prior to the Closing Date.
       (l) The Company’s only subsidiaries (each a “ Subsidiary ” and collectively, the “ Subsidiaries ”) are listed on Schedule 2 to this
Agreement. Each Subsidiary has been duly organized or formed and is validly existing as a corporation, limited liability company or limited
partnership, as the case may be, in good standing under the laws of its jurisdiction of formation or incorporation. Each Subsidiary is duly
qualified and in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction
in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification
necessary, except for those failures to be so qualified or in good standing which will not have a Material Adverse Effect. All of the equity
interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned,
directly or indirectly, by the Company are owned free and clear of any lien, encumbrance,

                                                                          5
claim, security interest, restriction on transfer, shareholders’ agreement, voting trust other defect of title whatsoever.
       (m) The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and,
other than as set forth in the Registration Statement, are not subject to any preemptive or similar rights. The Company has an authorized, issued
and outstanding capitalization as set forth in the Prospectus as of the dates referred to therein. The description of the securities of the Company
in the Registration Statement and the Prospectus is, and at the Closing Date will be, complete and accurate in all respects. Except as set forth in
the Registration Statement and the Prospectus and as contemplated herein, the Company does not have outstanding any options to purchase, or
any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments
to issue or sell, any shares of capital stock or other securities.
        (n) The Company has the requisite corporate power and authority to enter into the Transaction Documents and perform the transactions
contemplated thereby. The Transaction Documents (other than the Investor Subscription Agreements, which have not yet been executed) have
been (and upon execution and delivery by the Company and the Investor, the Investor Subscription Agreements will be) duly authorized and
validly executed and delivered by the Company and are legal, valid and binding agreements of the Company enforceable against the Company
in accordance with their respective terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law, including by public policy, and (iv) except such as have been obtained, and such as
may be required under state securities or Blue Sky Laws or the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (“ FINRA
”), or the OTC Bulletin Board in connection with the purchase and distribution of the Units by the Placement Agents.
      (o) The issuance and sale of the Units, the Shares, the Warrants, when issued, and the Warrant Shares, when issued and paid for upon
exercise of the Warrants, have been duly authorized by the Company, and the Company Shares, when issued and paid for in accordance with
this Agreement, will be duly and validly issued, fully paid and nonassessable and will not be subject to preemptive or similar rights. The
holders of the Units will not be subject to personal liability by reason of being such holders. The Units, the Shares and the Warrants, when
issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.
       (p) The consolidated financial statements and the related notes included in the Registration Statement and the Prospectus comply in all
material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at
the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. No other
financial statements or schedules of the Company any Subsidiary or any

                                                                           6
other entity are required by the Act or the Rules and Regulations to be included in the Registration Statement or the Prospectus.
      (q) Porter Keadle Moore LLP and Tripp, Chafin & Company, LLC (collectively, the “ Accountants ”), who have reported on such
financial statements and schedules, are independent accountants with respect to the Company within the applicable rules and regulations
adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Act. The financial
statements of the Company and the related notes and schedules included in the Registration Statement and the Prospectus have been prepared
in conformity with the requirements of the Act and the Rules and Regulations and present fairly the information shown therein.
      (r) The Company is, and at the Closing Date will be, in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which
are applicable to it. The Company and each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets
is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
       (s) Except as set forth in or otherwise contemplated by the Registration Statement (exclusive of any amendment thereof) or the
Prospectus (exclusive of any supplement thereto), since the date of the most recent financial statements of the Company included or
incorporated by reference in the Registration Statement and the Prospectus and prior to Closing, (i) there has not been and will not have been
any change in the capital stock of the Company or long-term debt of the Company or any Subsidiary (except pursuant to existing agreements
and commitments previously disclosed to you) or any dividend or distribution of any kind declared, set aside for payment, paid or made by the
Company on any class of capital stock, or any material adverse change, or any development that would reasonably be expected to result in a
Material Adverse Effect; (ii) neither the Company nor any Subsidiary has entered or will enter into any transaction or agreement, not in the
ordinary course of business, that is material to the Company and its Subsidiaries taken as a whole, or incurred or will incur any liability or
obligation, direct or contingent, not in the ordinary course of business, that is material to the Company and its Subsidiaries taken as a whole, or
incurred or will incur any liability or obligation, direct or contingent, not in the ordinary course of business, that is material to the Company and
its Subsidiaries taken as a whole; and (iii) neither the Company nor any Subsidiary has sustained or will sustain any material loss or
interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance
or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise
disclosed in the Registration Statement and the Prospectus.
       (t) The Company and its Subsidiaries have legal, valid and defensible title to all of their interests in all real and personal property owned
by them, in each case free and clear of all mortgages, pledges, security interests, claims, liens, encumbrances, restrictions and defects of any
kind, except (1) such as are described in the Registration Statement and the Prospectus or (2) those that do not materially affect or interfere
with the use made and proposed to be made of such properties taken as a whole; and any property held under lease or sublease by the Company
or any of

                                                                          7
its subsidiaries is held under valid, subsisting and enforceable leases or subleases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such properties taken as a whole by the Company and its Subsidiaries or except such as are
described in the Registration Statement and the Prospectus; and neither the Company nor any of its Subsidiaries has any notice or knowledge of
any material claim of any sort that has been, or may be, asserted by anyone adverse to the Company’s or any of its Subsidiaries’ rights as lessee
or sublessee under any lease or sublease described above, or affecting or questioning the Company’s or any of its Subsidiaries’ rights to the
continued possession of the leased or subleased premises under any such lease or sublease in conflict with the terms thereof. This subsection
(t) does not apply to the Intellectual Property, which is addressed at subsection (gg) below.
       (u) The Company is not, nor upon completion of the transactions contemplated herein will it be, an “investment company” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment
Company Act of 1940, as amended (the “ Investment Company Act ”).
      (v) There are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal,
governmental or regulatory investigations, to which the Company or any Subsidiary is a party or to which any property of the Company or any
Subsidiary is the subject that, individually or in the aggregate, if determined adversely to the Company or such Subsidiary, would reasonably be
expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under the
Transaction Documents; to the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated by any
governmental or regulatory authority or threatened by others; and to the Company’s knowledge, there are no current or pending legal,
governmental or regulatory investigations, actions, suits or proceedings that are required under the Act to be described in the Prospectus that
are not so described.
       (w) The Company and each Subsidiary has, and at the Closing Date will have, (i) all governmental licenses, permits, consents, orders,
approvals and other authorizations necessary to carry on its business as presently conducted except where the failure to have such governmental
licenses, permits, consents, orders, approvals and other authorizations would not have a Material Adverse Effect, (ii) complied, with all laws,
regulations and orders applicable to either it or its business, except where the failure to so comply would not have a Material Adverse Effect,
and (iii) performed all its obligations required to be performed, and is not, and at the Closing Date will not be, to the Company’s best
knowledge, in default, under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement,
lease, contract or other agreement or instrument (collectively, a “ contract or other agreement ”) to which it is a party or by which its
property is bound or affected, except as otherwise set forth in the Registration Statement and the Prospectus and except where such default
would not have a Material Adverse Effect, and, to the Company’s best knowledge, no other party under any material contract or other
agreement to which it is a party is in default in any respect thereunder. The Company is not and its Subsidiaries are not in violation of any
provision of their respective organizational or governing documents.
      (x) [ Omitted ]

                                                                        8
      (y) Neither (i) the issuance, offering and sale of the Securities pursuant hereto, nor (ii) the compliance by the Company with the other
provisions hereof require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such
as have been obtained, and such as may be required under state securities or Blue Sky laws or the bylaws and rules of FINRA in connection
with the purchase and distribution of the Units by the Placement Agents.
       (z) Neither the execution of the Transaction Documents, nor the issuance, offering or sale of the Securities, nor the consummation of any
of the transactions contemplated herein or therein, nor the compliance by the Company with the terms and provisions hereof or thereof will
conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has
resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any
Subsidiary pursuant to the terms of any contract or other agreement to which the Company or its Subsidiaries may be bound or to which any of
the property or assets of the Company or its Subsidiaries is subject, except such conflicts, breaches or defaults as may have been waived or
could not reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the
organizational or governing documents of the Company or any Subsidiary, or any statute or any order, rule or regulation applicable to the
Company or any Subsidiary or of any court or of any federal, state or other regulatory authority or other government body having jurisdiction
over the Company or any Subsidiary.
      (aa) There is no document or contract of a character required by the Commission to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required. All such contracts to which the
Company is a party have been duly authorized, executed and delivered by the Company, constitute valid and binding agreements of the
Company, and are enforceable against the Company in accordance with the terms thereof, subject to the effect of applicable bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and equitable principles of general applicability.
       (bb) The Company is familiar with, or has carefully read, the Registration Statement and, to the Company’s knowledge, none of the
Registration Statement, the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, or any certificate signed by the
Company and delivered to the Placement Agents or their counsel, as of its date and while effective contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances
under which they were made) not misleading.
       (cc) The Company and its directors, officers or controlling persons have not taken, directly or indirectly, any action intended, or which
might reasonably be expected, to cause or result, under the Act or otherwise, in, or which has constituted, stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the Common Stock.
      (dd) The Common Stock is currently eligible for trading on the OTC Bulletin Board. The Company has not, in the 12 months preceding
the date hereof, received notice from the OTC Bulletin Board to the effect that the Company is not eligible for trading on the OTC Bulletin
Board. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all eligibility
requirements of the OTC Bulletin Board.

                                                                         9
      (ee) The Company is not involved in any material labor dispute nor is any such dispute known by the Company to be threatened.
       (ff) The business and operations of the Company have been and are being conducted in compliance with all applicable laws, ordinances,
rules, regulations, licenses, permits, approvals, plans, authorizations or requirements relating to occupational safety and health, or pollution, or
protection of health or the environment (including, without limitation, those relating to emissions, discharges, releases or threatened releases of
pollutants, contaminants or hazardous or toxic substances, materials or wastes into ambient air, surface water, groundwater or land, or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of chemical substances, pollutants,
contaminants or hazardous or toxic substances, materials or wastes, whether solid, gaseous or liquid in nature) of any governmental
department, commission, board, bureau, agency or instrumentality of the United States, any state or political subdivision thereof, or any foreign
jurisdiction, and all applicable judicial or administrative agency or regulatory decrees, awards, judgments and orders relating thereto, except
where the failure to be in such compliance will not, individually or in the aggregate, have a Material Adverse Effect; and the Company has not
received any notice from any governmental instrumentality or any third party alleging any material violation thereof or liability thereunder
(including, without limitation, liability for costs of investigating or remediating sites containing hazardous substances and/or damages to
natural resources).
       (gg) Except as disclosed in the Registration Statement, (i) the Company and each Subsidiary owns or has obtained valid and enforceable
licenses or options for the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights and
trade secrets necessary for the conduct of its respective business as currently conducted (collectively, the “ Intellectual Property ”); and (ii)
(a) to the Company’s knowledge, there are no third parties who have any ownership rights to any Intellectual Property that is owned by, or has
been licensed to, the Company or any Subsidiary for the products described in the Registration Statement that would preclude the Company or
any Subsidiary from conducting its business as currently conducted and have a Material Adverse Effect, except for the ownership rights of the
owners of the Intellectual Property licensed or optioned by the Company or a Subsidiary; (b) to the Company’s knowledge, there are currently
no sales of any products that would constitute an infringement by third parties of any Intellectual Property owned, licensed or optioned by the
Company or any Subsidiary, which infringement would have a Material Adverse Effect; (c) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any Subsidiary in or to any
Intellectual Property owned, licensed or optioned by the Company or any Subsidiary, other than claims which would not reasonably be
expected to have a Material Adverse Effect; (d) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or
claim by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary,
other than non material actions, suits, proceedings and claims; and (e) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others that the Company or any of any Subsidiaries infringes or otherwise violates any patent, trademark,
copyright, trade secret or other proprietary right of others, other than non material actions, suits, proceedings and claims.
       (hh) The Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or
accrued all taxes shown as due thereon, and the Company has no knowledge of any tax deficiency which has been or might be asserted or
threatened against it or any Subsidiary which could have a Material Adverse Effect.

                                                                         10
      (ii) On the Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid by the Company in
connection with the sale and transfer of the Company Shares or Warrants to be sold hereunder will be, or will have been, fully paid or provided
for by the Company and all laws imposing such taxes will be or will have been fully complied with.
       (jj) The Company and each Subsidiary maintains insurance of the types and in the amounts that the Company reasonably believes is
adequate for their respective businesses, including, but not limited to, insurance covering all real and personal property owned or leased by the
Company or any Subsidiary against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly
situated companies, all of which insurance is in full force and effect.
       (kk) Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any director, officer, agent or employee has
directly or indirectly, (i) made any unlawful contribution to any candidate for public office, or failed to disclose fully any contribution in
violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or
quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof, (iii) violated or is in
violation of any provisions of the U.S. Foreign Corrupt Practices Act of 1977, or (iv) made any bribe, rebate, influence payment, kickback or
other unlawful payment.
       (ll) The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering
statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money
Laundering Laws is pending or, to the best knowledge of the Company, threatened.
       (mm) None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or
affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury (“ OFAC ”); and the Company will not, directly or indirectly, use the proceeds of the offering
of the Units hereunder, or the proceeds received upon exercise of the Warrants, if any, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.
      (nn) The Company has not distributed and, prior to the later to occur of the Closing Date and completion of the distribution of the
Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than any Preliminary
Prospectus, the Prospectus, any Issuer Free Writing Prospectus to which the Placement Agents have consented and any Issuer Free Writing
Prospectus set forth on Schedule 1 .

                                                                          11
      (oo) Each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ ERISA ”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former
employees of the Company and its Subsidiaries has been maintained in material compliance with its terms and the requirements of any
applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “
Code ”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result
in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative
exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated
funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of
each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such
plan determined using reasonable actuarial assumptions.
       (pp) No relationship, direct or indirect, exists between or among the Company or any Subsidiary, on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any Subsidiary, on the other, which is required by the Act to be disclosed in
the Registration Statement and the Prospectus and is not so disclosed.
      (qq) No person has the right to require the Company to register any securities for sale under the Act by reason of the filing of the
Registration Statement with the Commission or by reason of the issuance and sale of the Securities, except for rights which have been waived.
     (rr) The Company has not sold or issued any securities that would be integrated with the offering of the Securities contemplated by this
Agreement pursuant to the Act, the Rules and Regulations or the interpretations thereof by the Commission.
       (ss) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21 E of the Exchange Act)
contained in the Registration Statement and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other
than in good faith.
   4. Agreements of the Company . The Company covenants and agrees with the Placement Agents as follows:
      (a) When the Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required
under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the
prescribed time period and will provide a copy of such filing to the Placement Agents promptly following such filing.
       (b) The Company will use commercially reasonable efforts to keep the Registration Statement effective at all times during the period
commencing on the effective date of the Registration Statement and continuing thereafter until the closing of the sale of the Units and for at
least six months thereafter, and until such later date that either (i) all Warrants shall have either been exercised in full or terminated or (ii) in the
opinion of counsel, an exemption from the registration requirements of applicable federal and state securities laws is available for the issuance
of all Securities and the resale thereof (the “ Registration Period ”).

                                                                           12
      (c) The Company will not, during the Registration Period, file any amendment or supplement to the Registration Statement or the
Prospectus, except as required by law, unless a copy thereof shall first have been submitted to the Placement Agents within a reasonable period
of time prior to the filing thereof and the Placement Agents shall not have reasonably and timely objected thereto in good faith.
       (d) The Company will notify the Placement Agents promptly, and will, if requested, confirm such notification in writing, (1) when any
post-effective amendment to the Registration Statement becomes effective at any time during the Registration Period; (2) of any request by the
Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing
Prospectuses or for additional information at any time during the Registration Period; (3) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus, or the initiation of any
proceedings for that purpose or the threat thereof, at any time during the Registration Period; (4) of becoming aware of the occurrence of any
event during the Registration Period that in the judgment of the Company makes any statement made in the Registration Statement or the
Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to
make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any
notification with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction. If at any time the
Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated
hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the
Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the
provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Placement Agents promptly of
all such filings.
      (e) If, at any time when a Prospectus relating to the Securities is required to be delivered under the Act, the Company becomes aware of
the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of
counsel to the Company or counsel to the Placement Agents, include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the
Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the
Placement Agents, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not
misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement
Agents, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Act or the Rules and Regulations,
the Company will promptly notify the Placement Agents and, subject to Section 4(b) hereof, will promptly prepare and file with the
Commission, at the Company’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that
corrects such statement or omission or effects such compliance and will deliver to the Placement Agents, without charge, such number of
copies thereof as the Placement Agents may reasonably request. The Company consents to the use of the Prospectus or any amendment or
supplement thereto by the Placement Agents, and the Placement Agents agree to provide to each Investor, prior to the Closing, a copy of the
Prospectus and any amendments or supplements thereto.

                                                                       13
      (f) The Company will furnish to the Placement Agents and their counsel, without charge (i) one copy of the Registration Statement,
including financial statements and schedules, and all exhibits thereto and (ii) so long as a prospectus relating to the Securities is required to be
delivered under the Act, as many copies of each Issuer Free Writing Prospectus, Preliminary Prospectus or the Prospectus or any amendment or
supplement thereto as the Placement Agents may reasonably request.
      (g) The Company will comply with all the undertakings contained in the Registration Statement.
       (h) The Company will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the
prior written consent of the Placement Agents, and unless counsel to the Company and the Placement Agents agree that the Company is not an
“ineligible issuer” and is otherwise eligible to use a free writing prospectus pursuant to Rule 405;
      (i) The Company will retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed
pursuant to the Rules and Regulations.
      (j) Prior to the sale of the Units to the Investors, the Company will cooperate with the Placement Agents and their counsel in connection
with the registration or qualification of the Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the
Placement Agents may reasonably and timely request; provided, that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction
where it is not now so subject.
     (k) The Company will apply the net proceeds from the offering and sale of the Units in substantially the manner set forth in the
Prospectus under the caption “Use of Proceeds.”
      (l) The Company will take all actions necessary to ensure that the Shares and the Warrant Shares are eligible for trading, when issued on
the OTC Bulletin Board at the time of Closing, to the extent such actions are within its control.
       (m) The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause
or result in, or which will constitute, stabilization of the price of its Common Stock to facilitate the sale or resale of any of the Securities.
       (n) The Company shall comply with all of the terms and conditions set forth in the Company Lock-Up Agreement, including without
limitation, the covenant that it shall not consent to any request by any other party subject to a lock-up agreement to permit the sale by such
party of any shares of Common Stock.
   5. Agreement of the Placement Agents . The Placement Agents represent and warrant to and agree with the Company that they shall not
include any “issuer information” (as defined in Rule 433 under the Act) in any “free writing prospectus” (as defined in Rule 405 under the Act)
used or referred to by the Placement Agents without the prior consent of the Company (any such issuer information with respect to whose use
the Company has given its consent, “ Permitted Issuer Information ”); provided that (i) no such consent shall be required with respect to any
such issuer information contained in any document filed by the Company with the Commission prior to the use

                                                                          14
of such free writing prospectus and (ii) “issuer information,” as used in this Section 5 shall not be deemed to include information prepared by
the Placement Agents on the basis of or derived from issuer information; and provided, further that unless counsel to the Company and the
Placement Agents agree that the Company is not an “ineligible issuer” and is otherwise eligible to use a free writing prospectus pursuant to
Rule 405, the Placement Agents agree that no free writing prospectus shall be used or referred to in connection with the offering of the Units;
   6. Expenses . Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the
Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but
not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the Registration Statement (including each pre- and
post-effective amendment thereto) and exhibits thereto, any Issuer Free Writing Prospectus, each Preliminary Prospectus, the Prospectus and
any amendment or supplement to the Prospectus, including all fees, disbursements and other charges of counsel to the Company, (2) the
preparation and delivery of the Warrants and the certificates representing the Shares, (3) furnishing (including costs of shipping and mailing)
such copies of the Registration Statement (including all pre- and post-effective amendments thereto), the Prospectus, any Preliminary
Prospectus and any Issuer Free Writing Prospectus, and all amendments and supplements to the Prospectus, as may be reasonably requested for
use in connection with the direct placement of the Units, (4) the eligibility of the Common Stock for trading on the OTC Bulletin Board,
(5) any filings required to be made by the Placement Agents with FINRA, and the fees, disbursements and other charges of counsel for GHS in
connection therewith up to a maximum of $49,999, (6) the registration or qualification of the Securities for offer and sale under the securities or
Blue Sky laws of such jurisdictions designated pursuant to Section 4(j), including the reasonable fees, disbursements and other charges of
counsel to the Placement Agents in connection therewith and the preparation and printing of preliminary, supplemental and final Blue Sky
memoranda, (7) fees, disbursements and other charges of counsel to the Company, and (8) fees and disbursements of the Accountants incurred
in delivering the Comfort Letters described in 7(h) of this Agreement. Subject to compliance with FINRA Rule 5110(f)(2)(D), in addition to
the expenses set forth in this Section 6, the Company also agrees to reimburse GHS’ out-of-pocket accountable expenses actually incurred by
GHS or persons associated with GHS (with supporting invoices/receipts) up to a maximum of $125,000. Such reimbursement shall be payable
immediately upon the Closing, or if the Closing does not occur, upon termination of the Agreement. GHS acknowledges the receipt of an
advance of $25,000 against such expenses. In the event the Offering is terminated prior to Closing, such advance will be returned to the
Company to the extent expenses have not actually been incurred by GHS.
   7. Conditions of the Obligations of the Placement Agents . The obligations of the Placement Agents hereunder are subject to the following
conditions:
       (a) (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that
purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission),
(ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Securities under the securities
or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or
contemplated by any securities or other governmental authority (including, without limitation, the Commission), (iii) any request for additional
information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have
been complied with to the

                                                                         15
satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Registration
Statement, any Issuer Free Writing Prospectus or the Prospectus shall have been filed unless a copy thereof was first submitted to the
Placement Agents and the Placement Agents did not object thereto in good faith on a timely basis, and the Placement Agents shall have
received certificates of the Company, dated as of the Closing Date and signed by the President and Chief Executive Officer or the Chairman of
the Board of Directors of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (i), (ii) and (iii).
       (b) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have
been a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, in each case other than as set forth
in or contemplated by the Registration Statement and the Prospectus and (ii) the Company shall not have sustained any material loss or
interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor
dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement and the
Prospectus, if in the judgment of the Placement Agents any such development makes it impracticable or inadvisable to consummate the sale
and delivery of the Units to Investors at the public offering price.
        (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall have been no
litigation or other proceeding instituted against the Company or any of its officers or directors in their capacities as such, before or by any
Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, which
litigation or proceeding is reasonably expected by management to have a Material Adverse Effect.
        (d) Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the
Closing Date, as if made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all
conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date shall have been duly performed,
fulfilled or complied with in all material respects.
     (e) The Placement Agents shall have received an opinion, dated as of the Closing Date, of Womble, Carlyle, Sandridge & Rice, PLLC, as
counsel to the Company, in form and substance reasonably satisfactory to the Placement Agents.
      (f) The Placement Agents shall have received an opinion, dated as of the Closing Date, of intellectual property counsel to the Company,
in form and substance reasonably satisfactory to the Placement Agents.
      (g) The Placement Agents shall have received a negative assurance letter, dated as of the Closing Date, of Stradling Yocca Carlson &
Rauth, as counsel to the Placement Agents, in customary form.
       (h) At the Closing Date, each of Porter Keadle Moore LLP and Tripp, Chafin & Causey, LLC shall have furnished to the Placement
Agents a letter, dated the date of its delivery (each, a “ Comfort Letter ”), addressed to the Placement Agents and in form and substance
satisfactory to the Placement Agents, confirming that (i) they are independent public accountants with respect to the Company within the
meaning of the Act and the Rules and Regulations; (ii) in

                                                                        16
their opinion, the financial statements and any supplementary financial information included in the Registration Statement and examined by
them comply as to form in all material respects with the applicable accounting requirements of the Act and the Rules and Regulations; (iii) on
the basis of procedures, not constituting an examination in accordance with generally accepted auditing standards, set forth in detail in the
Comfort Letter, a reading of the latest available interim financial statements of the Company, inspections of the minute books of the Company
since the latest audited financial statements included in the Prospectus, inquiries of officials of the Company responsible for financial and
accounting matters and such other inquiries and procedures as may be specified in the Comfort Letter to a date not more than five days prior to
the date of the Comfort Letter, nothing came to their attention that caused them to believe that: (A) as of a specified date not more than three
days prior to the date of the Comfort Letter, there have been any changes in the capital stock of the Company or any increase in the long-term
debt of the Company, or any decreases in net current assets or net assets or other items specified by the Placement Agents, or any increases in
any items specified by the Placement Agents, in each case as compared with amounts shown in the latest balance sheet included in the
Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are
described in the Comfort Letter; and (B) for the period from the date of the latest financial statements included in the Prospectus to the
specified date referred to in clause (A), there were any decreases in revenues or the total or per share amounts of net loss or other items
specified by the Placement Agents, or any increases in any items specified by the Placement Agents, in each case as compared with the
comparable period of the preceding year and with any other period of corresponding length specified by the Placement Agents, except in each
case for decreases or increases which the Prospectus discloses have occurred or may occur or which are described in the Comfort Letter; and
(iv) in addition to the examination referred to in their reports included in the Prospectus and the procedures referred to in clause (iii) above,
they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards,
with respect to certain amounts, percentages and financial information specified by the Placement Agents, which are derived from the general
accounting, financial or other records of the Company, as the case may be, which appear in the Prospectus or in Part II of, or in exhibits or
schedules to, the Registration Statement, and have compared such amounts, percentages and financial information with such accounting,
financial and other records and have found them to be in agreement.
       (i) At the Closing Date, there shall be furnished to the Placement Agents a certificate, dated the date of its delivery, signed by each of the
Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Placement Agents to the
effect that each signer has carefully examined the Registration Statement and that to each of such person’s knowledge:
          (i) (A) As of the date of such certificate, (x) the Registration Statement does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the
Prospectus nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading
and (B) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements
therein not untrue or misleading in any material respect.

                                                                          17
          (ii) Each of the representations and warranties of the Company contained in this Agreement were, when originally made, and are, at
the time such certificate is delivered, true and correct in all material respects.
          (iii) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly,
timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such
certificate has been duly, timely and fully complied with.
         (iv) No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no
proceedings for that purpose have been instituted or are contemplated by the Commission.
         (v) Subsequent to the date of the most recent financial statements in the Prospectus, there has been no Material Adverse Effect.
       (j) The Securities shall be qualified for sale, if required, in such states as the Placement Agents may reasonably and timely request, and
each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date; provided that in no event
shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would
subject it to taxation or general service of process in any jurisdiction where it is not now so subject.
      (k) The Company shall have furnished or caused to be furnished to the Placement Agents such certificates, in addition to those
specifically mentioned herein, as the Placement Agents may have reasonably and timely requested as to the accuracy and completeness at the
Closing Date of any statement in the Registration Statement or the Prospectus, as to the accuracy at the Closing Date of the representations and
warranties of the Company as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions
concurrent and precedent to the obligations hereunder of the Placement Agents.
      (l) The Shares and Warrant Shares shall be eligible for trading, when issued, on the OTC Bulletin Board.
      (m) Units representing an aggregate purchase price of at least $5 million shall have been issued and sold under the Registration
Statement in connection with the Offering.
   8. Conditions of the Obligations of the Company . The obligations of the Company hereunder are subject to the following conditions:
       (a) (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that
purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission),
(ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Securities under the securities
or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or
contemplated by any securities or other governmental authority (including, without limitation, the Commission) and (iii) any request for
additional information on the part of the staff of any securities or other

                                                                          18
governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the
Commission or such authorities.
       (b) The Securities shall be qualified for sale, if required, in such states as the Placement Agents may reasonably and timely request, and
each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date; provided that in no event
shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would
subject it to taxation or general service of process in any jurisdiction where it is not now so subject
      (c) The Shares and Warrant Shares shall be eligible for trading, when issued, on the OTC Bulletin Board.
      (d) Units representing an aggregate purchase price of at least $5 million shall have been issued and sold under the Registration Statement
in connection with the Offering.
   9. Indemnification .
       (a) The Company shall indemnify and hold harmless the Placement Agents, the directors, officers, employees and agents of the
Placement Agents and each person, if any, who controls the Placement Agents within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, liabilities, expenses and damages, joint or several, (including any and all
investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claim asserted), to which they, or any of them, may become subject under the Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on (i) any
untrue statement or alleged untrue statement made by the Company in Section 3 of this Agreement, (ii) any untrue statement or alleged untrue
statement of any material fact contained in (A) any Preliminary Prospectus, the Registration Statement or the Prospectus or any amendment or
supplement to the Registration Statement or the Prospectus, (B) any Issuer Free Writing Prospectus or any amendment of supplement thereto,
or (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined under Rule 405 under the Act) used or
referred to by the Placement Agents and (D) any application or other document, or any amendment or supplement thereto, executed by the
Company based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Securities
under the securities or Blue Sky laws thereof or filed with the Commission or any securities association or securities exchange (each, an “
Application ”), or (iii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus or
any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or in any Permitted Issuer Information or any Application a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading; provided, however, that the Company will not be liable to the extent that such loss, claim, liability, expense or damage arises
from the sale of the Units in the public offering to any person and is based solely on an untrue statement or omission or alleged untrue
statement or omission made in reliance on and in conformity with information relating to the Placement Agents furnished in writing to the
Company by the Placement Agents expressly for inclusion in the Registration Statement, any Preliminary Prospectus, the Prospectus, any
Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information or any Application. This
indemnity agreement will be in addition to any liability which the Company may otherwise have. The

                                                                        19
Company will not, without the prior written consent of the Placement Agents (which will not be unreasonably withheld), settle or compromise
or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may
be sought hereunder (whether or not the Placement Agents or any person who controls the Placement Agents within the meaning of Section 15
of the Act or Section 20 of the Exchange Act is a party to each claim, action, suit or proceeding), unless such settlement, compromise or
consent includes an unconditional release of the Placement Agents and each such controlling person from all liability arising out of such claim,
action, suit or proceeding.
       (b) The Placement Agents will indemnify and hold harmless the Company, each person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, each director of the Company and each officer of the Company who signs
the Registration Statement to the same extent as the foregoing indemnity from the Company to the Placement Agents, but only insofar as
losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with information relating to the Placement Agents furnished in writing to the Company by the
Placement Agents expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing
Prospectus. This indemnity agreement will be in addition to any liability that the Placement Agents might otherwise have. The Company
acknowledges that, for all purposes under this Agreement, the statements set forth under the heading “Plan of Distribution” in any Preliminary
Prospectus and the Prospectus constitute the only information relating to the Placement Agents furnished in writing to the Company by the
Placement Agents expressly for inclusion in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing
Prospectus.
       (c) Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this
Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so
to notify such indemnifying party will not relieve it from any liability that it may have to any indemnified party under the foregoing provisions
of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying
party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying
party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after
receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to
assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to
the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or
other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in
connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and
other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that
a conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party that would
prevent the counsel selected by the indemnifying party from representing the indemnified party (in which case the indemnifying party will not
have the right to direct the defense of such action on behalf of the

                                                                         20
indemnified party) or (3) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of
counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other
charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All
such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. The Company will not,
without the prior written consent of the Placement Agents (which consent will not be unreasonably withheld), settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification has been sought
hereunder (whether or not such Placement Agents or any person who controls the Placement Agents within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent
includes an unconditional release of such Placement Agents and each such controlling person from all liability arising out of such claim, action,
suit or proceeding. An indemnifying party will not be liable for any settlement of any action or claim effected without its written consent
(which consent will not be unreasonably withheld).
        (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company, or the
Placement Agents, the Company, and the Placement Agents will contribute to the total losses, claims, liabilities, expenses and damages
(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Placement
Agents such as persons who control the Company within the meaning of the Act or the Exchange Act, officers of the Company who signed the
Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company, and the Placement
Agents may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company , on the one hand, and
the Placement Agents on the other. The relative benefits received by the Company on the one hand and the Placement Agents on the other shall
be deemed to be in the same proportion as the total net proceeds from the offering (before deducting Company expenses) received by the
Company as set forth in the table on the cover page of the Prospectus bear to the fee received by the Placement Agents hereunder. If, but only
if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such
proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the
Company , on the one hand, and the Placement Agents on the other, with respect to the statements or omissions which resulted in such loss,
claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such
offering. Such relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the Company or the Placement Agents, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Placement Agents agree that it would not be just and equitable if contributions pursuant to this Section 9(d) were to be determined by pro rata
allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof, referred to
above in

                                                                        21
this Section 9(d) shall be deemed to include, for purpose of this Section 9(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d),
the Placement Agents shall not be required to contribute any amount in excess of the fee received by them, and no person found guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 9(d), any person who controls a party to this Agreement within the
meaning of the Act or the Exchange Act will have the same rights to contribution as that party, and each officer of the Company who signed
the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party
entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for
contribution may be made under this Section 9(d), will notify any such party or parties from whom contribution may be sought, but the
omission so to notify will not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have
under this Section 9(d). No party will be liable for contribution with respect to any action or claim settled without its written consent (which
consent will not be unreasonably withheld).
   10. Termination . The obligations of the Placement Agents under this Agreement may be terminated at any time prior to the Closing Date,
by notice to the Company from the Placement Agents, without liability on the part of the Placement Agents to the Company if, prior to delivery
and payment for the Units, in the sole judgment of the Placement Agents (i) trading in the Common Stock of the Company shall have been
suspended by the Commission or by the OTC Bulletin Board (ii) trading in securities generally on the OTC Bulletin Board shall have been
suspended or limited or minimum or maximum prices shall have been generally established on such exchange, or additional material
governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by such
exchange or by order of the Commission or any court or other governmental authority, (iii) a general banking moratorium shall have been
declared by Federal or New York State authorities, or (iv) any material adverse change in the financial or securities markets in the United
States or any new outbreak or material escalation of hostilities or declaration by the United States of a national emergency or war or other
calamity or crisis shall have occurred, the effect of any of which is such as to make it, in the sole judgment of the Placement Agents,
impracticable or inadvisable to market the Units on the terms and in the manner contemplated by the Prospectus.
    11. No Fiduciary Duty . The Company acknowledges and agrees that in connection with the offering and sale of the Units or any other
services the Placement Agents may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise,
between the parties or any oral representations or assurances previously or subsequently made by the Placement Agents: (i) no fiduciary or
agency relationship between the Company and any other person, on the one hand, and the Placement Agents, on the other, exists; (ii) the
Placement Agents are not acting as advisors, experts or otherwise, to the Company , including, without limitation, with respect to the
determination of the offering price of the Units, and such relationship between the Company, on the one hand, and the Placement Agents, on
the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Placement Agents may
have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) the Placement Agents and their
affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have
against the Placement Agents with respect to any breach of fiduciary duty in connection with this offering.

                                                                       22
   12. Third Party Beneficiaries . The parties acknowledge and agree that the Investors shall be third party beneficiaries to this Agreement.
   13. Notices . All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the
domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by
facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will be deemed given (i) if
delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized
overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed and
(iv) if delivered by facsimile, upon electric confirmation of receipt and will be delivered and addressed as follows: (a) if to the Company, at the
office of the Company, GeoVax Labs, Inc., 1900 Lake Park Drive, Suite 380, Smyrna, Georgia, 30080, Attention: Chief Executive Officer or
(b) if to GHS, 400 Poydras Street, Suite 3000, New Orleans, Louisiana 70130, Attention: Gary Meringer, or (c) if to Gilford, 777 Third
Avenue, New York, NY 10017, Attention: Nick T. Jaros.
   14. Survival . The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company and the
Placement Agents set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement shall remain in full
force and effect, regardless of (i) any investigation made by or on behalf of the Company, any of its officers or directors, the Placement Agents
or any controlling person referred to in Section 9 hereof and (ii) delivery of and payment for the Units and the Shares. The respective
agreements, covenants, indemnities and other statements set forth in Sections 4, 5, and 9 hereof shall remain in full force and effect, regardless
of any termination or cancellation of this Agreement.
   15. Successors . This Agreement shall inure to the benefit of and shall be binding upon the Placement Agents, the Company and their
respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give
any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this
Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for
the benefit of no other person except that (i) the indemnification and contribution contained in Sections 9(a) and (d) of this Agreement shall
also be for the benefit of the directors, officers, employees and agents of the Placement Agents and any person or persons who control the
Placement Agents within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and (ii) the indemnification and contribution
contained in Sections 9(b) and (d) of this Agreement shall also be for the benefit of the directors of the Company, the officers of the Company
who have signed the Registration Statement and any person or persons who control the Company within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act.
    16. Applicable Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the City of Wilmington, Delaware. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Wilmington, Delaware for the adjudication
of any dispute hereunder or in connection

                                                                         23
herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and
hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to
it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall
commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
  17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
   18. Entire Agreement . This Agreement constitutes the entire understanding between the parties hereto as to the matters covered hereby and
supersedes all prior understandings, written or oral, relating to such subject matter, including the engagement letter dated February 2, 2010 by
and between the Company and GHS (the “ Engagement Letter ”), except Section 10 thereof; provided, however, the matters set out under
“Indemnity” shall be superseded by this Agreement with respect to the transactions contemplated herein to the extent the indemnification
provided in Section 9 of this Agreement would be enforceable with respect thereto. Notwithstanding anything to the contrary contained in the
Engagement Letter, Section 5 thereof is hereby terminated and of no further force or effect.


                                                             [Signature Page Follows]

                                                                          24
   Please confirm that the foregoing correctly sets forth the agreement between the Company, and the Placement Agents.

                                                          Very truly yours,

                                                          “THE COMPANY”

                                                           GEOVAX LABS, INC.

                                                          By:
                                                                 Name:        Mark Reynolds
                                                                 Title:       Chief Financial Officer


Confirmed as of the date first above mentioned:

“THE PLACEMENT AGENTS”

GLOBAL HUNTER SECURITIES LLC

By:
       Name:
       Title:


GILFORD SECURITIES, INCORPORATED

By:
       Name:
       Title:


                                                                     25
              SCHEDULE 1

        FREE WRITING PROSPECTUS
None.
               SCHEDULE 2

               SUBSIDIARIES
GeoVax, Inc.
   EXHIBIT A

FORM OF WARRANT

      A-1
          EXHIBIT B

FORM OF SUBSCRIPTION AGREEMENT

              B-1
                                                                                            Exhibit 4.1


                                                            GEOVAX LABS, INC.
                                                                     UNITS
                                                       SUBSCRIPTION AGREEMENT

Instructions :
1.   Please read this document carefully, including the terms and conditions at Annex I.
2.   Fill in the number of Units you wish to purchase at page 5, and sign.
3.   Complete Exhibit A on page A-1 (after the signature page) and initial at the bottom.
4.   Complete the “manner of settlement” section beginning at page 2.
5.   Follow your broker’s instructions for submitting this subscription.
                                                     SUBSCRIPTION AGREEMENT
GeoVax Labs, Inc.
1900 Lake Park Drive
Suite 380
Smyrna, Georgia 30080
Gentlemen:
    The undersigned (the “ Investor ”) hereby confirms its agreement with GeoVax Labs, Inc., a Delaware corporation (the “ Company ”), as
follows:
    1. This Subscription Agreement, including the Terms and Conditions for Purchase of Units (defined below) (collectively, this “ Agreement
”), is made as of the date set forth below between the Company and the Investor.
   2. The Company represents and warrants that it has authorized the issuance and sale to certain investors of up to ________ shares of
common stock, $0.001 par value, of the Company (the “ Common Stock ”) and up to ______ five-year warrants to purchase one (1) additional
share of Common Stock (each, a “ Warrant ”), which are being offered for sale in up to ________ units consisting of one share of Common
Stock and one Warrant (the “ Units ”).
    3. The Company represents and warrants that the offering and sale of the Units (the “ Offering ”) are being made pursuant to (a) an
effective Registration Statement on Form S-1 (Registration No. 333-165828) (the “ Registration Statement ”) filed by the Company with the
Securities and Exchange Commission (the “ Commission ”), including the Prospectus contained therein (the “ Preliminary Prospectus ”),
(b) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the “
Act ”)), if any, that have been or will be filed with the Commission and delivered to the Investor on or prior to the date hereof (the “ Issuer
Free Writing Prospectus ”), containing certain supplemental information regarding the Units, the terms of the Offering and the Company, and
(c) the Final Prospectus (the “ Final Prospectus ” and, together with the Preliminary Prospectus, the “ Prospectus ”) containing certain
supplemental information regarding the Units and terms of the Offering that has been or will be (i) filed with the Commission, and
(ii) delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the
Commission).
    4. The Company and the Investor agree that the Investor will purchase from the Company, and the Company will sell to the Investor, the
Units set forth below for the aggregate purchase price set forth below. The Units shall be purchased pursuant to the Terms and Conditions for
Purchase of Units attached hereto as Annex I and incorporated herein by reference (the “ Terms and Conditions for Purchase of Units ”) as if
fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by Global Hunter Securities LLC or Gilford
Securities Incorporated (the “ Placement Agents ”) and that no Units will be sold unless Subscription Agreements for Units representing an
aggregate purchase price of at least $5 million are received and accepted.

                                                                       1
   5. The manner of settlement of the Shares comprising the Units purchased by the Investor shall be determined by such Investor as follows
(check one):

       A.   Delivery by crediting the account of the Investor’s prime broker (as specified by such Investor on Exhibit A attached hereto) with
            the Depository Trust Company (“ DTC ”) through its Deposit/Withdrawal At Custodian (“ DWAC ”) system, whereby Investor’s
            prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and released
            by American Stock Transfer and Trust Company, the Company’s transfer agent (the “ Transfer Agent ”), at the Company’s
            direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE
            INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
            (I)       DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE
                      SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH
                      ACCOUNT OR ACCOUNTS WITH THE SHARES, AND

            (II)      REMIT THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING
                      PURCHASED BY THE INVESTOR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE
                      FOLLOWING ACCOUNT:
                     BANK:       WELLS FARGO BANK, N.A.

                     ABA #:      121000248

                     AC #:       0001038377

                     AC          CORPORATE TRUST WIRE CLEARING
                     Name:

                     F/F/C:      SEI # 80546500

                     REF:        GEOVAX ESCROW — ATTN: STEFAN VICTORY (770) 551-5117
-OR-

       B.   Delivery by the Transfer Agent of a stock certificate evidencing the Shares registered in the name of the registered holder specified
            by Investor on Exhibit A attached hereto to the address specified by Investor on Exhibit A attached hereto, at the Company’s
            direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE
            INVESTOR AND THE COMPANY, THE INVESTOR SHALL REMIT THE AMOUNT OF FUNDS EQUAL TO THE
            AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR BY WIRE TRANSFER OF
            IMMEDIATELY AVAILABLE FUNDS TO THE FOLLOWING ACCOUNT:
                  BANK:       WELLS FARGO BANK, N.A.

                  ABA #:      121000248

                  AC #:       0001038377

                  AC          CORPORATE TRUST WIRE CLEARING
                  Name:

                  F/F/C:      SEI # 80546500

                  REF:        GEOVAX ESCROW — ATTN: STEFAN VICTORY (770) 551-5117
-OR-

       C.   Delivery versus payment (“ DVP ”) through DTC on the Closing Date, the Company shall deliver the Shares registered in the
            Investor’s name and address as set forth below and released by the Transfer Agent to the Investor through DTC at the Closing
directly to the account(s) at the Placement Agents identified by the Investor; upon receipt of such Shares, the Placement Agents
shall promptly electronically deliver such Shares to the

                                                           2
            Investor. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE
            INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
           (I)     NOTIFY THE PLACEMENT AGENTS OF THE ACCOUNT OR ACCOUNTS AT THE PLACEMENT AGENTS TO BE
                   CREDITED WITH THE UNITS BEING PURCHASED BY SUCH INVESTOR, AND

           (II)    REMIT THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING
                   PURCHASED BY THE INVESTOR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE
                   FOLLOWING ACCOUNT:
                   BANK:       WELLS FARGO BANK, N.A.

                   ABA #:      121000248

                   AC #:       0001038377

                   AC          CORPORATE TRUST WIRE CLEARING
                   Name:

                   F/F/C:      SEI # 80546500

                   REF:        GEOVAX ESCROW — ATTN: STEFAN VICTORY (770) 551-5117
IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER IN A TIMELY MANNER AND
(B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT
DELIVER THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR
SETTLEMENT IN A TIMELY MANNER, THE UNITS MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE
INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER .
   6. The manner of settlement of the Warrants comprising the Units purchased by the Investor shall be pursuant to an executed Warrant to be
delivered to the Investor by the Company at the Closing.
   7. The Investor represents that, except as set forth below, (a) it has had no material relationship (exclusive of any investments by the
Investor in the Company’s securities) within the past three years with the Company, or persons known to it to be affiliates of the Company,
(b) it is not a FINRA member or an Associated Person of a FINRA member (as such term is defined under the NASD Membership and
Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified in a public filing made
with the Commission) of which the Investor is a part in connection with the Offering of the Units, acquired, or obtained the right to acquire,
20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a
post-transaction basis. Exceptions:


                                  The representations above are made to the knowledge of the signatory below,
                              (If no exceptions, write “none.” If left blank; response will be deemed to be “none.”)
    8. The Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version
thereof with the Commission) the Preliminary Prospectus which is a part of the Registration Statement, the documents incorporated by
reference therein and any Issuer Free Writing Prospectus (collectively, the “ Disclosure Package ”), prior to or in connection with the receipt
of this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement by the Investor to the Company or the Placement
Agents, the Investor will receive certain additional information regarding the Offering, including pricing information (the “ Offering
Information ”). Such information may be provided to the Investor by any means permitted under the Act, including a free writing prospectus
and oral communications, if applicable.

                                                                         3
   9. No offer by the Investor to buy Units will be accepted and no part of the Purchase Price will be delivered to the Company until the
Investor has received the Offering Information and the Company has accepted such offer by countersigning a copy of this Agreement, and any
such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company (or the Placement
Agents on behalf of the Company) sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of
interest will involve no obligation or commitment of any kind until the Investor has been delivered the Offering Information and this
Agreement is accepted and countersigned by or on behalf of the Company
   10. The Investor acknowledges that in certain states, including Kansas, Massachusetts, Michigan, New Jersey, Pennsylvania, Virginia and
Washington, individuals or other persons who wish to acquire Units in the Offering generally must qualify as “accredited investors” within the
meaning of Rule 501(a) of Regulation D promulgated under the Act. However, the Company reserves the right to offer Units to other classes of
investors, such as institutional investors, in any of those states if such offer is exempt from registration under that state’s securities laws.


                                                           [Signature Page Follows]

                                                                        4
  Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


Number of Units: __________________________                  Dated as of: _________________, 2010

Purchase Price Per Unit: $____________________


Aggregate Purchase Price: $__________________                INVESTOR

                                                             By:


                                                             Print Name:

                                                             Title:

                                                             Address:



                                                             E-mail:

                                                             Phone:

                                                             TIN:
Agreed and Accepted this _______ day of ____________, 2010:

THE COMPANY

GEOVAX LABS, INC.

By:
      Name:      Mark W. Reynolds
      Title:     Chief Financial Officer

                                                                        5
                                                                         EXHIBIT A
                                        INVESTOR QUESTIONNAIRE — [COMPLETE AND INITIAL]
      Pursuant to Section 4.1 of Annex I to the Agreement, please provide us with the following information:


1.     The exact name that your Common Stock and Warrants are to be registered in. You may use a nominee
       name if appropriate:

2.     The relationship between the Investor and the registered holder listed in response to item 1 above:

3.     The mailing address of the registered holder listed in response to item 1 above:

4.     The Social Security Number or Tax Identification Number of the registered holder listed in the response
       to item 1 above:

5.     Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the
       securities are maintained):

6.     DTC Participant Number:

7.     Name of Account at DTC Participant being credited with the Shares:

8.     Account Number at DTC Participant being credited with the Shares:

9.     EIN Number:

10.    Investor certifies that Investor is a resident of the state of:

11.    Accredited Investor Status (required by some states) — Investor is:
       a corporation, partnership, organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar
      business trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units.
       a natural person whose individual net worth or joint net worth with Investor’s spouse as of the date hereof is in excess of $1,000,000
      (excluding the value of Investor’s primary residence).
       a natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with Investor’s
      spouse in excess of $300,000 in each of those years and have a reasonable expectation of reaching the same income level in the current
      year.
       a trust with total assets in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed by a
      sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act of 1933, as amended.
       a manager of the Company or otherwise have such experience and information to make an informed investment decision to acquire the
      Units.
       an entity in which each of the equity owners could check at least one of the boxes above hereby represents and warrants to the
      Company that such checked items would be true with respect to such equity owner.
       None of the above.


                                                INVESTOR’S INITIALS: ____________________

                                                                            A-1
         EXHIBIT B
PLACEMENT AGENCY AGREEMENT

            B-1
                                                                  ANNEX I
                                       TERMS AND CONDITIONS FOR PURCHASE OF UNITS
  These Terms and Conditions are part of a Subscription Agreement for the purchase of Units of Common Stock and Warrants from GeoVax
Labs, Inc. (the “Company”). Capitalized terms which are not defined in this Annex 1 shall have the meaning ascribed to them in the
Subscription Agreement. The Subscription Agreement and this Annex 1 are hereinafter collectively referred to as the “ Agreement ”.
    1. Authorization and Sale of the Units. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the
Units.
    2. Agreement to Sell and Purchase the Units; Placement Agents.
       2.1 At the Closing (as defined in Section 3. 1 below), the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Units set forth on the last page of the Agreement to which these Terms
and Conditions for Purchase of Units are attached as Annex I (the “ Signature Page ”) for the aggregate purchase price therefor set forth on the
Signature Page.
        2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “
Other Investors ”) and expects to complete sales of Units to them. The Investor and the Other Investors, if any, are hereinafter sometimes
collectively referred to as the “ Investors ,” and this Agreement and the Subscription Agreements executed by the Other Investors are
hereinafter sometimes collectively referred to as the “ Agreements .”
       2.3 Investor acknowledges that the Company has agreed to pay the Placement Agents a fee (the “ Placement Fee ”) and other
consideration in respect of the sale of Units to the Investor.
        2.4 The Company has entered into a Placement Agency Agreement, dated ______ __, 2010 (the “ Placement Agency Agreement ”),
with the Placement Agents, which Placement Agency Agreement contains certain representations, warranties, covenants and agreements of the
Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company represents and warrants that a
true and correct copy of the Placement Agency Agreement is attached to this Agreement as Exhibit B . Except with respect to the material
terms and conditions of the transactions contemplated by this Agreement, the Placement Agency Agreement and any other documents or
agreements contemplated hereby or thereby, the Company confirms that neither it nor any other person acting on its behalf has provided the
Investors or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public
information The Company understands and confirms that the Investors will rely on the foregoing representations in effecting transactions in
securities of the Company.
    3. Closings and Delivery of the Units and Funds.
        3.1 Closing . The completion of the purchase and sale of the Units (the “ Closing ”) shall occur at a place and time (the “ Closing Date
”) to be specified by the Company and the Placement Agents (such Closing Date to be the third business day following the date of this signed
Agreement), and of which the Investors will be notified in advance by the Placement Agents, in accordance with Rule 15c6-1 promulgated
under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). At the Closing, (a) the Company shall cause to be delivered to
the Investor the Common Stock and Warrants comprising the number of Units set forth on the Signature Page registered in the name of the
Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A , with the Common Stock and Warrants to be issued in
the name of a nominee designated by the Investor and (b) the aggregate purchase price for the Units being purchased by the Investor will be
delivered by or on behalf of the Investor to the Company.

                                                                Annex I, Page 1
       3.2 Conditions to the Obligations of the Parties .
           (a) Conditions to the Company’s Obligations . The Company’s obligation to issue and sell the Units to the Investor shall be subject
to: (i) the delivery by the Investor, in accordance with the provisions of this Agreement, of the purchase price for the Units being purchased
hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor in this Agreement
and the fulfillment of those undertakings of the Investor in this Agreement to be fulfilled prior to the Closing Date.
          (b) Conditions to the Investor’s Obligations . The Investor’s obligation to purchase the Units will be subject to (i) the delivery by
the Company of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the
representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the
Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the
closing set forth in the Placement Agency Agreement, and to the condition that the Placement Agents, shall not have: (x) terminated the
Placement Agency Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency
Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other
Investors of the Units that they have agreed to purchase from the Company, except that Units representing an aggregate purchase price of at
least $5 million must be sold before any will be sold. The Investor understands and agrees that, in the event that the Placement Agents, in its
sole discretion, determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement
Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agents may,
but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to
Section 14 below.
    4. Representations, Warranties and Covenants of the Investor . The Investor acknowledges, represents and warrants (as of the date
hereof) to, and agrees with, the Company and the Placement Agents that:
       4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to,
investments in Units presenting an investment decision like that involved in the purchase of the Units, including investments in securities
issued by the Company and investments in comparable companies, (b) unless otherwise indicated through checking “None of the Above” at
Item 10 on Exhibit A, is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of
1933, as amended, (c) has answered all questions on the Signature Page and the Investor Questionnaire and the answers thereto are true and
correct as of the date hereof and will be true and correct as of the Closing Date and (d) in connection with its decision to purchase the number
of Units set forth on the Signature Page, has received and is relying only upon the Disclosure Package and the documents incorporated by
reference therein and the Offering Information and the representations, warranties, covenants and agreements of the Company contained in the
Placement Agency Agreement.
        4.2 (a) No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agents that
would permit an offering of the Units, or possession or distribution of offering materials in connection with the issue of the Units in any
jurisdiction outside the United States where action for that purpose is required, (b) if the Investor is outside the United States, it will comply
with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Units or has in its possession
or distributes any offering material, in all cases at its own expense and (c) the Placement Agents are not authorized to make nor have they made
any representation, disclosure or use of any information in connection with the issue, placement, purchase and sale of the Units, except as set
forth or incorporated by reference in the Preliminary Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus.

                                                                  Annex I, Page 2
        4.3 (a) The Investor is either an individual or an entity duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this
Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification or
contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule
or regulation). The Investor’s execution, delivery and performance of this Agreement and the consummation by it of the transactions
contemplated hereby do not and will not (i) conflict with or violate any provision of the Investor’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which the Investor is subject (including federal and state
securities laws and regulations), or by which any property or asset of the Investor is bound or affected.
       4.4 The Investor understands that nothing in this Agreement, the Prospectus or any other materials presented to the Investor in
connection with the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate in connection with its
purchase of Units.
         4.5 If the Investor has previously received any material non-public information since the time at which the Placement Agents first
contacted the Investor about the Offering, the Investor has not disclosed any of such material non-public information regarding the Offering to
any third parties (other than its legal, accounting and other advisors) and has not engaged in any transactions involving the securities of the
Company (including, without limitation, any Short Sales (defined below) involving the Company’s securities). The Investor covenants that it
will (i) maintain the confidentiality of all material non-public information acquired as a result of the transactions contemplated herein and
(ii) not engage in any purchases or sales of the securities of the Company (including Short Sales), in each case prior to the time that such
material non-public information is publicly disclosed. The Investor agrees that it will not use any of the Units acquired pursuant to this
Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes
hereof, “ Short Sales ” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the
Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls,
short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a
total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
       4.6 Investor acknowledges that a portion of the identifying information set forth on the Signature Page is being requested in connection
with the USA Patriot Act, Pub.L.107-56 (the “Patriot Act”), and Investor agrees to provide any additional information requested by the
Company or the Placement Agents in connection with the Patriot Act or any similar legislation or regulation to which Company or the
Placement Agents is subject, in a timely manner. Investor hereby represents that the identifying information set forth on the Signature Page,
including without limitation, its Taxpayer Identification Number assigned by the Internal Revenue Service or any other taxing authority, is true
and complete on the date hereof and will be true and complete at the time of the Closing.
    5. Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement or
by the Placement Agents, all covenants, agreements, representations and warranties made by the Company and the Investor herein and, with
respect to the Company, in the Placement Agency Agreement, will survive the execution of this Agreement, the delivery to the Investor of the
Units being purchased and the payment therefor.

                                                                 Annex I, Page 3
     6. Notices. All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the domestic
United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile
or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will be deemed given (i) if delivered by
first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier,
one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed and (iv) if delivered by
facsimile, upon electric confirmation of receipt and will be delivered and addressed as follows:
       (a) if to the Company, to :
          GeoVax Labs, Inc.
          1900 Lake Park Drive, Suite 380
          Smyrna, Georgia 30080
          Attention: Mark Reynolds
          Facsimile No.: (678) 384-7281¶
      (b) if to the Investor, at its address on the Signature Page hereto, or at such other address or addresses as may have been furnished to
the Company in writing.
    7. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the
Investor. Any modification or amendment to Section 3 (Representations and Warranties of the Company), Section 9 (Conditions of the
Obligations of the Placement Agents, or Section 13 (Third Party Beneficiaries) of the Placement Agency Agreement, and any modification or
amendment to the Placement Agency Agreement that is material and adverse to the Investor, shall require the prior written consent of the
Investor.
   8. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be
deemed to be part of this Agreement.
    9. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.
     10. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of
conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of
Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is
improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of this
Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
    11. Counterparts. This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of
which, when taken together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by
each party hereto and delivered to the other parties. Delivery of an executed counterpart by facsimile or portable document format (.pdf) shall
be effective as delivery of a manually executed counterpart thereof.

                                                                   Annex I, Page 4
    12. Confirmation of Sale. The Investor acknowledges and agrees that such Investor’s receipt of the Company’s signed counterpart to this
Agreement, together with the Final Prospectus (or the filing by the Company of an electronic version thereof with the Commission), shall
constitute written confirmation of the Company’s sale of Units to such Investor.
     13. Press Release. The Company and the Investor agree that, prior to the opening of trading on Over-the-Counter Bulletin Board on the
business day immediately after the date hereof, the Company may (i) issue a press release announcing the Offering and disclosing all material
information regarding the Offering, (ii) file an amendment to the Registration Statement with the Commission and (iii) file a prospectus
pursuant to Rule 424(b) with the Commission disclosing all material information regarding the Offering and including the Placement Agency
Agreement and a form of this Agreement as exhibits thereto. From and after the issuance of such press release and the filing of such
amendment and prospects, the Company shall have publicly disclosed all material, non-public information delivered to any of the Investors by
the Company or any person acting on its behalf, including, without limitation, the Placement Agents, in connection with the transactions
contemplated by this Agreement, the Placement Agency Agreement and any other documents or agreements contemplated hereby or thereby.
The Company shall not identify the name of any Investor or any affiliate of any investment adviser of such Investor in any press release or
public filing, or otherwise publicly disclose the name of any Investor or any affiliate of investment adviser of such Investor, without such
Investor’s prior written consent, unless required by law or the rules and regulations of a national securities exchange, provided, however, that,
if permitted by applicable law, regulation, legal or judicial process, promptly after becoming aware of any request or requirement to so disclose
(a “ Disclosure Requirement ”), and in any event prior to any such disclosure, the Company will provide such Investor with notice of such
request or requirement so that such Investor may at its election seek a protective order or other appropriate remedy and the Company will fully
cooperate with such Investor’s efforts to obtain the same; provided, further, however, if, absent the entry of such a protective order or other
remedy, the Company is compelled by applicable law, rule or regulation or a court order, subpoena, similar judicial process, regulatory agency
or stock exchange rule to disclose such Investor’s name, the Company may disclose only that portion of such information that the Company is
so compelled to disclose and will use its reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of
such information that is being disclosed. As of the date hereof, the Company is not aware of any Disclosure Requirement.
     14. Termination . In the event that the Placement Agency Agreement is terminated by the Placement Agents pursuant to the terms thereof,
this Agreement shall terminate without any further action on the part of the parties hereto.
    15. Fees and Expenses . Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

                                                                 Annex I, Page 5
                                                                                                                                  Exhibit 10.20


                                                              SUBCONTRACT


                                                            BY AND BETWEEN


                                                              GeoVax Labs Inc.


                                                                     AND


                                                              Emory University
This Agreement, entered into this 23rd day of June 2008, between Emory University (hereinafter “EMORY”) and GeoVax Labs Inc.
(hereinafter “GeoVax”) is for the purpose of conducting work related to the project entitled “GM-CSF-Adjuvanted Clade C DNA/MVA and
MVA/MVA Vaccines” under a grant from National Institutes of Health (hereinafter “NIH” Grant No. 1 U19 AI074073-01.

ARTICLE 1. ADMINISTRATIVE PERSONNEL
All questions concerning administration of this subcontract should be addressed to:
                                                               GeoVax contact:
                                                               Mark Reynolds
                                                              GeoVax Labs Inc.
                                                             1265 Briarcliff Road
                                                              Atlanta, GA 30306
                                                               EMORY Contact:
                                                               Holly Sommers
                                                               Acting Director
                                                              Emory University
                                                        Office of Sponsored Programs
                                          1599 Clifton Road NE, 4 th Floor Mailstop: 1599/001/1BA
                                                             Atlanta, GA 30322

ARTICLE 2. PROJECT PERSONNEL
Harriet Robinson as the “PRINCIPAL INVESTIGATOR” and representative of GeoVax, shall retain supervisory responsibility for this project.
Any change in the scope of work requires written approval from Dr. Harriet Robinson The scientific and technical direction of the EMORY’s
portion of the research project (the “Study”), as set forth in the statement of work (see Appendix A, attached), shall be under the direction of
Dr. Rama Rao Amara (“INVESTIGATOR”).
INVESTIGATOR is considered essential to the work performed hereunder. In the event INVESTIGATOR vacates his/her position with
EMORY or is reassigned to another program, EMORY shall notify GeoVax in writing. In addition, the decision to replace any individual(s)
considered Key Personnel on the project at EMORY requires the prior
written approval of GeoVax. If this change in individual(s) considered Key Personnel is/are not acceptable to GeoVax, GeoVax shall issue a
contractual modification terminating this Agreement. EMORY will be reimbursed for its costs incurred through such termination date.

ARTICLE 3. STATEMENT OF WORK
EMORY shall supply all the necessary personnel, equipment, and materials (except as otherwise may be provided herein) to accomplish the
research tasks set forth in the statement of work (see Appendix A, attached), such work schedule being an integral part of the GeoVax Scope of
Work in the prime grant.

ARTICLE 4. ALLOCATION OF FUNDS
Funds provided for EMORY’s involvement in this subcontract shall not exceed $698,105. A line item budget for these funds is attached as
Appendix B. EMORY shall invoice GeoVax monthly. GeoVax reserves the right to request detailed expenditure documentation. Invoices for
payment should be sent to:
                                                               Mark Reynolds
                                                            Chief Financial Officer
                                                              GeoVax Labs Inc.
                                                             1265 Briarcliff Road
                                                              Atlanta, GA 30306
Both EMORY and GeoVax acknowledge that a proposal budget is a projection and that minor changes in the proposal budget may be
necessary once the project is implemented. EMORY is required to comply with any re-budgeting requirements of the prime sponsor.

ARTICLE 5. PERIOD OF PERFORMANCE
This Agreement shall become effective on September 30, 2007 and shall terminate on August 31, 2008.

ARTICLE 6. REPORTING PROCEDURES
A.    Technical Reports: EMORY will be required to keep clear and accurate records of the procedures conducted and data collected
      throughout the project period so that the progress of the Study may be readily evaluated at any time by PRINCIPAL INVESTIGATOR.
B.    Fiscal Reports: A final invoice of expenditures shall be made to GeoVax no later than forty-five (45) days after the completion date of
      August 31, 2008.

ARTICLE 7. HOLD HARMLESS
EMORY and GeoVax agree to hold each other harmless from liability of any kind including costs or expenses resulting from or on account of
any or all suits or damages resulting from injuries or grievances sustained by any person(s) or property by virtue of performance of this
subcontract except when such suits or damages arise due to the gross negligence or willful misconduct of the other party.

ARTICLE 8. REGULATORY DATA
All administrative and regulatory data required by the sponsor shall be applicable to this subcontractual Agreement as appropriate. All
conditions referenced in the prime award to GeoVax by NIH shall become binding upon execution of this subcontract by EMORY. A copy of
the General Terms and Conditions will be found in Appendix C. EMORY assumes sole responsibility for monetary reimbursement to NIH of a
sum equal to any expenditure deemed unallowable by NIH or an authorized agency through audit exception or other appropriate means after
ruling that expenditures from funds allocated to EMORY through GeoVax for direct and/or indirect costs violated the regulations of the
granting or funding agency of this subcontract.

ARTICLE 9. TERMINATION
If at any time GeoVax’s award is terminated by NIH, this Agreement shall consequently be terminated upon receipt by EMORY of written
termination notice from GeoVax. EMORY shall be reimbursed for noncancellable obligations incurred prior to the date of the written
termination notice. GeoVax reserves the unilateral right to terminate this Agreement upon thirty (30) days written notice for failure of EMORY
to meet any substantive requirement or obligation of this Agreement should EMORY fail to acceptably correct the said deficiency within the
said thirty (30) days or such longer period as may be mutually agreed upon by both parties. Nothing in this article is intended to abrogate the
parties’ right to terminate this Agreement on such terms as may be mutually agreed upon subsequent to the execution of this subcontract.

ARTICLE 10. HUMAN SUBJECTS
If human subjects are used in the conduct of the work supported by this Agreement EMORY warrants and agrees to comply with the applicable
federal laws, regulations and policies of DHHS. EMORY further agrees to provide certification to GeoVax at least annually that an institutional
committee has reviewed and approved the procedures which involve human subjects. EMORY shall bear full responsibility for the proper and
safe performance of all work and services involving the use of human subjects under this Agreement.

ARTICLE 11. LABORATORY ANIMALS
If live vertebrate animals are used in the conduct of the work supported by this Agreement, EMORY warrants and agrees to comply with the
applicable portion of the Animal Welfare Act (PL 89-544, as amended) and will follow the guidelines described in NIH Publication No. 86-23
entitled “Guide for the Care and Use of Laboratory Animals,” or such other guidelines as are required. EMORY further agrees to provide
certification
to GeoVax that an institutional committee has reviewed and approved the procedures which involve laboratory animals. GeoVax expressly
acknowledges that the work supported by this Agreement is basic animal research and is not to be conducted according to or in compliance
with Good Laboratory Practices (“GLP”) by EMORY and INVESTIGATOR.

ARTICLE 12. LICENSE AGREEMENT
GeoVax and EMORY acknowledge and agree that this Agreement is subject to the terms and conditions of that certain License Agreement
between Emory University and GeoVax, Inc., now GeoVax Labs, Inc., entered into on August 28, 2002 and amended and restated June 23,
2004 (the “License Agreement”). If any term of this Agreement conflicts with the License Agreement, the terms and conditions of the License
Agreement shall prevail. A copy of the amended and restated License Agreement is attached as Appendix D.
The following terms have the same meaning in this Agreement as their defined meaning in the License Agreement:
           Emory Technology Rights;
           Field of Use;
           Licensed Patents; and
           Improvements.

ARTICLE 13. SUPPLY OF MATERIAL
A.    In performing the work conducted in this Agreement, GeoVax may transfer to EMORY and the INVESTIGATOR “Original
      Material(s)” (shall mean the description of the material being transferred as specified and recorded in the Material Transfer Record) in
      such amounts as are necessary and useful to the conduct of this Study. Such Original Material (s) will be provided under the terms of this
      Agreement and in such amount as described in the “Material Transfer Record” (shall mean the Material Transfer Record form, attached
      hereto at Appendix E and incorporated by reference, on which the Materials transferred between the Parties under this Agreement are to
      be specified and recorded) for the particular transfer. Duplicate originals of the Material Transfer Record shall be completed and signed
      by the INVESTIGATOR and an authorized representative of GeoVax upon each such Material transfer and one such fully executed
      Material Transfer Record shall be retained by the INVESTIGATOR (with a copy to EMORY’S Office of Technology Transfer) and
      GeoVax.
B.    EMORY and INVESTIGATOR agree that the Material(s):
     (i)      will not be used for any purposes except as specifically described in this Agreement and/or in the Statement of Work.
     (ii)      will not be transferred to any other person or entity; and
     (iii)      will notify GeoVax for analysis if there is an adverse reaction to the Material or if any Material fails to perform its intended
                function during this Study.
C.    It is understood that the Material and any other materials provided hereunder are investigational in nature. GEOVAX MAKES NO
      WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY OF THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE AND NON-INFRINGEMENT, REGARDING THE MATERIAL. ADDITIONALY, GEOVAX MAKES NO
REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED REGARDING THE SAFETY OR EFFICACY OF THE MATERIAL.
D.    Any Material delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties.
      EMORY will handle the Material accordingly and will inform GeoVax in writing on any adverse effects experienced by persons
      handling the Material.
E.    EMORY assumes all liability for damages which may arise from its use, storage or disposal of the Material. GeoVax will not be liable to
      EMORY for any loss, claim or demand made by EMORY, or made against EMORY by any third party, due to or arising from the use of
      the Material by EMORY, except to the extent permitted by law when caused by the gross negligence or willful misconduct of GeoVax.

ARTICLE 14. ACCESS
During the term of this Agreement, INVESTIGATOR and/or his designees shall be available to meet with GeoVax (or its designees) during
normal business hours, upon reasonable prior notice and reasonable frequency, for the purpose of progress reviews, internal reporting, and
other matters to the Study.

ARTICLE 15. CONFIDENTIAL INFORMATION
A.    As used herein, “Confidential Information” shall mean any and all information, including without limitation Intellectual Property and
      Material(s), disclosed by or on behalf of one Party (for the purposes of this Article 15, “Disclosing Party”) to the other party (for the
      purposes of this Article 15 “Receiving Party”) for the purposes of or in connection with the Study on or after the effective date noted
      above of this Agreement, in writing or in any other tangible medium or disclosed orally and designated as confidential at the time of
      disclosure by the Disclosing Party. Confidential Information of GeoVax hereunder shall include, without limitation, the Material(s)
      provided to EMORY hereunder and the Statement of Work. Subject to 6.2 and Section 11 of the License Agreement, the Receiving Party
      may use Confidential Information of the Disclosing Party for the purposes of this Agreement, but shall not use Confidential Information
      for any other purpose or disclose such Confidential Information to any third party at any time during the term of this Agreement and for
      a period of five (5) years after its termination or expiration, without first obtaining the prior written consent of the Disclosing Party. The
      standard of care required of the Receiving Party in protecting the confidentiality of the Disclosing Party’s Confidential Information is the
      same standard of care that the Receiving Party uses in protecting its own confidential information of a similar nature, which will be at
      least a reasonable standard of care. The Receiving Party shall limit dissemination of Confidential Information of the Disclosing Party to
      those officers, directors, employees, agents or consultants having a “need to know”, who are bound by obligations of confidentiality to
      the Receiving Party equivalent to confidentiality obligations contained herein.
B.    Confidential Information does not include any portion of the Confidential Information of either Party hereto which:
     (i)     at the time of disclosure is in the public domain;
     (ii)     after disclosure hereunder enters the public domain, except through breach of this Agreement by the Receiving Party;
     (iii)     the Receiving Party can demonstrate by it written records was in the Receiving Party’s possession prior to the time of disclosure
               by or on behalf of the Disclosing Party hereunder, and was not acquired directly or indirectly from the Disclosing Party;
     (iv)     becomes available to the Receiving Party from a third party which is not legally prohibited from disclosing such Confidential
              Information;
     (v)     the Receiving Party can demonstrate by its written records was developed by or for the Receiving Party independently of the
             disclosure of Confidential Information by the Disclosing Party or its Affiliates.
C.    In the event that either Party hereto is required by applicable statute or regulation or by judicial or administrative process to disclose any
      part of the Confidential Information which is disclosed to it hereunder, the Receiving Party shall (i) promptly notify the Disclosing Party
      of each such requirement and identify the Confidential Information so required thereby, so that the Disclosing Party may seek an
      appropriate protective order or other remedy and/or waive compliance by the Receiving Party with the provisions of this Agreement and
      (ii) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow the scope of such
      requirement. If, in the absence of such a protective order or other remedy or such a waiver by the Disclosing Party of the provisions of
      this Agreement, the Receiving Party is nonetheless required by mandatory applicable law to disclose any part of the Confidential
      Information which is disclosed to it hereunder, the Receiving Party may disclose such Confidential Information to the governmental
      authority requesting such disclosure without liability under this Agreement, except that the Receiving Party shall furnish only that
      portion of Confidential Information which is legally required and only to the extent required by law provided, that, the Confidential
      Information so disclosed shall continue to be treated as Confidential Information as between the Parties hereto.
D.    Confidential Information disclosed by the Parties under this Agreement is the property of the Disclosing Party. The Parties hereby
      acknowledge and agree that as the Receiving Party of Confidential Information disclosed by the other Party under this Agreement, it has
      no right, title or interest in or to the same save as may be expressly granted to it under this Agreement.

ARTICLE 16. PUBLICATIONS
All research reports and other publications relating to the work under this Agreement shall: (A) Bear proper acknowledgment of the support
provided by NIH, (B) Be submitted to GeoVax’s PRINCIPAL INVESTIGATOR in the form of advance copies for review at least thirty
(30) days in advance of submission for publication or presentation to a publisher or other third party. During such 30-day period GeoVax shall
have the right to object to and delay such proposed publication or presentation because GeoVax believes there is GeoVax Confidential
Information contained therein and/or patentable subject matter, which needs protection. EMORY and INVESTIGATOR agree to delete any
GeoVax Confidential
Information, other than study data results, from the proposed publication or presentation unless it is necessary for the complete and accurate
interpretation and presentation of the Study Data and results. If GeoVax does not provide EMORY and/or the INVESTIGATOR in writing any
objection to the proposed publication or presentation or otherwise inform EMORY and/or the INVESTIGATOR in writing on or before the
expiration of such 30-day period that the submission, publication or presentation must be delayed, the INVESTIGATOR and/or EMORY shall
be free to publish or present such proposed publication or presentation without restriction hereunder.

ARTICLE 17. MATERIAL(s)
A.    GeoVax retains all right and title to any Material(s) provided to EMORY hereunder, including any Material(s) contained or incorporated
      in Modifications. Except as provided in this Agreement or the License Agreement, no express or implied licenses or other rights are
      granted to EMORY under any patents, patent applications, trade secrets or other proprietary rights of GeoVax, including any altered
      forms of the Material(s) made by the EMORY. In particular, no express or implied licenses or other rights are granted to use the
      Material(s), Modifications, or any related patents of GeoVax for commercial purposes.
B.    All right and title to (i) Modifications (except that GeoVax retains sole ownership rights and title to the Material(s) included therein in
      accordance with 17(A) herein), and (ii) substances created through the use of the Material or Modifications, but which are not “Progeny”
      (shall mean unmodified descendant from the Material, such as virus from virus, cell from cell, or organism from organism),
      “Un-Modified Derivatives” (shall mean substances created by the receiving Party which constitute an unmodified functional subunit or
      product extracted or purified from the Original Material) or Modifications (i.e., do not contain the Original Material(s), Progeny
      Un-Modified Derivatives); created or made solely by EMORY shall belong to EMORY; except that should (i) or (ii) result from the
      collaborative efforts of GeoVax and EMORY, such shall be jointly owned by the Parties.

ARTICLE 18. PATENTS AND INTELLECTUAL PROPERTY
A.    Inventorship of any Intellectual Property conceived or made pursuant to the performance of the Study shall be determined according to
      United States patent law. Such Intellectual Property conceived or made solely by EMORY employees (the “Emory Intellectual Property)
      will be owned solely by EMORY. Such Intellectual Property conceived or made solely by GeoVax employees (the “GeoVax Intellectual
      Property”) will be owned solely by GeoVax. Such Intellectual Property conceived or made jointly by both EMORY and GeoVax
      employees (the “Joint Intellectual Property”) will be owned jointly by EMORY and GeoVax. The Parties agree all data generated by
      Emory in the conduct of the Study shall be owned by Emory (“Emory Data”). The Parties agree that all data generated by GeoVax in the
      conduct of the Study shall be owned by GeoVax (“GeoVax Data”).
B.    All Intellectual Property which was owned by GeoVax prior to the start of this Agreement (“GeoVax Background Intellectual Property”)
      shall remain the property of GeoVax. EMORY shall not acquire any right, title or interest in any GeoVax Background Intellectual
      Property as a result of the performance of this Agreement,
     except that EMORY may use GeoVax Background Intellectual Property for the performance of the Study in accordance with this
     Agreement and the License Agreement.
C.   All Intellectual Property which was owned by EMORY prior to the start of this Agreement or which is conceived or made solely by one
     or more employees of EMORY, including the INVESTIGATOR, during the term of this Agreement and does not result from work
     performed pursuant to the Study hereunder (“EMORY Background Intellectual Property”), whether or not used by EMORY and
     INVESTIGATOR to make and/or develop any Joint Intellectual Property, EMORY Intellectual Property, EMORY Data or results
     hereunder shall remain the property of EMORY. GeoVax shall not acquire any further right, title or interest in any EMORY Background
     Intellectual Property as a result of the performance of this Agreement. For avoidance of doubt, pursuant to the License Agreement,
     GeoVax has previously licensed certain EMORY Background Intellectual Property by obtaining a worldwide, exclusive,
     non-transferable right and license under the Emory Technology Rights, which includes certain Licensed Patents and Improvements
     including Emory Tech ID 07042, “GM-CSF as an Adjuvant for Mucosal Immunity Including Mucosal IgA”.
D.   GeoVax shall promptly and fully disclose in writing to EMORY any GeoVax Intellectual Property. All right and title to GeoVax
     Intellectual Property shall belong to GeoVax. For avoidance of doubt, such GeoVax Intellectual Property is subject to 6.2 of the License
     Agreement.
E.   Emory shall promptly and fully disclose to GeoVax in writing any EMORY Intellectual Property. GeoVax agrees to hold all such
     disclosed EMORY Intellectual Property in confidence until a patent application is filed to protect any invention encompassed within the
     EMORY Intellectual Property, as provided for herein. Within sixty (60) days of such disclosure, GeoVax shall notify EMORY in writing
     if it wants EMORY to pursue patent protection for the EMORY Intellectual Property. EMORY shall promptly prepare, file and prosecute
     any U.S. or foreign applications requested by GeoVax to protect the EMORY Intellectual Property. GeoVax shall bear all costs incurred
     in connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign applications. GeoVax shall cooperate with
     EMORY to assure that such applications will cover, to the best of GeoVax’s knowledge, all items of commercial interest and
     importance. The Parties acknowledge and agree that EMORY Intellectual Property in the Field of Use constitutes Improvements and are
     automatically included in the Emory Technology Rights licensed to GeoVax under the License Agreement. As such, the terms in the
     License Agreement relating to, inter alia, patent prosecution, prosecution expenses, infringement procedures, litigation procedures and
     abandonment of Licensed Patents shall apply to any EMORY Intellectual Property patent application.
F.   EMORY and GeoVax shall promptly and fully disclose in writing to the other Party any Joint Intellectual Property. Both Parties agree to
     hold all such disclosures in confidence until a patent application(s) is filed to protect any invention(s) encompassed within the Joint
     Intellectual Property, as provided for herein. Within sixty (60) days of a disclosure, GeoVax shall notify EMORY in writing if it wishes
     to pursue patent protection for the Joint Intellectual Property. EMORY shall promptly prepare, file and prosecute any U.S. or foreign
     applications elected by GeoVax to protect the Joint Intellectual Property. GeoVax shall bear all costs incurred in connection with such
     preparation, filing, prosecution, and maintenance of U.S. and
      foreign application(s). GeoVax shall cooperate with EMORY to assure that such applications will cover, to the best of GeoVax’s
      knowledge, all items of commercial interest and importance. The Parties acknowledge and agree that EMORY’s rights in the Joint
      Intellectual Property in the Field of Use constitute Improvements and are automatically included in the Emory Technology Rights
      licensed to GeoVax under the License Agreement. As such, the terms in the License Agreement relating to, inter alia, patent prosecution,
      prosecution expenses, infringement procedures, litigation procedures and abandonment of Licensed Patents shall apply to the Joint
      Intellectual Property patent application.
G.    If GeoVax elects not to request that EMORY prepare and file a patent application(s) covering any EMORY Intellectual Property or Joint
      Intellectual Property pursuant to Paragraphs E and F above, EMORY shall have the right pursuant to 6.3 of the License Agreement to
      pursue patent protection for such Improvements, with the patent prosecution expenses being an obligation of GeoVax unless GeoVax
      notifies EMORY, in writing, of its abandonment of such Improvements pursuant to 3.3 of the License Agreement. If GeoVax effects
      such abandonment, EMORY has the right to terminate the license granted to GeoVax as to the specific Licensed Patents covering the
      Improvement(s) , and such EMORY Intellectual Property (or Joint Intellectual Property as the case may be) shall not be subject to the
      License Agreement and EMORY shall be free, at its election, to file, prosecute, abandon or maintain any patents or applications covering
      such Intellectual Property and to grant rights to such Intellectual Property to other third parties.

ARTICLE 19. SUBCONTRACTING
None of the principal activities of this Agreement shall be subcontracted by EMORY without the prior written approval of GeoVax.

ARTICLE 21. MODIFICATION OF CONTRACT
This Subcontract may only be modified after mutual written Agreement by an amendment executed through the same procedure as the original.


GeoVax Labs Inc.                                                           Emory University


/s/ Mark Reynolds                                                          /s/ Holly Sommers
Mark Reynolds                                                              Holly Sommers
Chief Financial Officer                                                    Acting Director of Sponsored Programs
   Appendix A
Statement of Work
Appendix B
  Budget
         Appendix C
General Terms and Conditions
   Appendix D
License Agreement


   Appendix E
                                                          Material Transfer Record

                                                         for transfer of Materials from


                                                                Providing Party


                                                                      to
                                                                Receiving Party
The Material described below is supplied by the Providing Party to the Receiving Party and is subject to all the terms and conditions of the
Research Agreement and License Agreement between Emory University (the “University”) and GeoVax Labs Inc., (“GeoVax”), dated as on
May 9, 2008 (the “Agreement”). Duplicate originals of this form shall be executed and one fully-executed form shall be giving to the Providing
Party and one to the Receiving Party.
Description of Material(s) (to be filled in by Providing Party only):




(Signature) Providing Party’s Investigator




Date


In signing below, you the Receiving Party’s Investigator, acknowledge that you understand and will abide by the terms and conditions under
which the Material are provided under the Agreement.




(Signature) Receiving Party’s Investigator




Date
                                                                                                                                     Exhibit 10.21




November 6, 2009
Teresa Sussman
Associate Director
Office of Sponsored Programs
Emory University
1599 Clifton Road NE, 4 th Floor
Mailstop: 1599/001/1BA
Atlanta, GA 30322


      Re:      Subcontract under NIH Grant No. 5 U19 AI074073-03
               Modification Number 3
               Rama-Rao Amara, Principal Investigator (Emory)
               Harriet Robinson, Subcontractor Investigator (Geovax, Inc.)
Dear Ms. Sussman:
By this letter I am modifying the subcontract by and between Geovax, Inc. and Emory University on the above-referenced project.
Article 4. Allocation of Funds
Funds have been increased to the amount of $1,503,286 (see attached budgets). Invoices for payment for the supplement shall be submitted
separately from the prime award.
Article 5. Period of Performance
The budget period for Year 03 is September 1, 2009 through August 31, 2010.
Article 6. Reporting Procedures
(A) Technical Report : An annual technical report shall be submitted to Geovax no later than three (3) months prior to the budget end date of
August 31, 2010 for inclusion in the non-competing grant application.
(B) Fiscal Report: A final invoice for year 02 shall be made to Geovax no later than forty-five (45) days after the budget end date of August 31,
2010.
All other terms and conditions of the original subcontract dated June 26, 2008 and any subsequent modifications remain in effect.
Please have an authorized official sign both copies of this modification, and return one (1) copy. Please retain the second copy for your file.
Sincerely,


/s/ Mark Reynolds                                          /s/ Teresa Sussman
Mark Reynolds                                              Teresa Sussman
Chief Financial Officer                                    Associate Director
Geovax, Inc.                                               Emory University


             GeoVax Labs Inc.      1900 Lake Park Drive      Smyrna, Georgia 30080 USA        678-384-7220 tel       www.geovax.com
                                                                                                                                  Exhibit 10.22

                                                              SUBCONTRACT
                                                             BY AND BETWEEN
                                                               GeoVax Labs Inc.
                                                                     AND
                                                               Emory University
This Agreement, entered into this 27th day of June 2008, between Emory University (hereinafter “EMORY”) and GeoVax Labs Inc.
(hereinafter “GeoVax”) is for the purpose of conducting work related to the project entitled “GM-CSF-Adjuvanted Clade C DNA/MVA and
MVA/MVA Vaccines” under a grant from National Institutes of Health (hereinafter “NIH” Grant No. 1 U19 AI074073-01.

ARTICLE 1. ADMINISTRATIVE PERSONNEL
All questions concerning administration of this subcontract should be addressed to:


                                                               GeoVax contact:
                                                               Mark Reynolds
                                                              GeoVax Labs Inc.
                                                             1265 Briarcliff Road
                                                              Atlanta, GA 30306
                                                               EMORY Contact:
                                                                 Sarah White
                                                                   Director
                                                              Emory University
                                                        Office of Sponsored Programs
                                          1599 Clifton Road NE, 4 th Floor Mailstop: 1599/001/1BA
                                                             Atlanta, GA 30322

ARTICLE 2. PROJECT PERSONNEL
Harriet Robinson as the “PRINCIPAL INVESTIGATOR” and representative of GeoVax, shall retain supervisory responsibility for this project.
Any change in the scope of work requires written approval from Dr. Harriet Robinson. The scientific and technical direction of the EMORY’s
portion of the research project (the “Study”), as set forth in the statement of work (see Appendix A, attached), shall be under the direction of
Dr. Mark Mulligan (“INVESTIGATOR”).
INVESTIGATOR is considered essential to the work performed hereunder. In the event INVESTIGATOR vacates his/her position with
EMORY or is reassigned to another program, EMORY shall notify GeoVax in writing. In addition, the decision to replace any individual(s)
considered Key Personnel on the project at EMORY requires the prior written approval of GeoVax. If this change in individual(s) considered
Key Personnel
is/are not acceptable to GeoVax, GeoVax shall issue a contractual modification terminating this Agreement. EMORY will be reimbursed for its
costs incurred through such termination date.

ARTICLE 3. STATEMENT OF WORK
EMORY shall supply all the necessary personnel, equipment, and materials (except as otherwise may be provided herein) to accomplish the
research tasks set forth in the statement of work (see Appendix A, attached), such work schedule being an integral part of the GeoVax Scope of
Work in the prime grant.

ARTICLE 4. ALLOCATION OF FUNDS
Funds provided for EMORY’s involvement in this subcontract shall not exceed $21,319. A line item budget for these funds is attached as
Appendix B. EMORY shall invoice GeoVax monthly. GeoVax reserves the right to request detailed expenditure documentation. Invoices for
payment should be sent to:


                                                              Mark Reynolds
                                                           Chief Financial Officer
                                                             GeoVax Labs Inc.
                                                            1265 Briarcliff Road
                                                             Atlanta, GA 30306
Both EMORY and GeoVax acknowledge that a proposal budget is a projection and that minor changes in the proposal budget may be
necessary once the project is implemented. EMORY is required to comply with any re-budgeting requirements of the prime sponsor.

ARTICLE 5. PERIOD OF PERFORMANCE
This Agreement shall become effective on September 30, 2007 and shall terminate on August 31, 2008.

ARTICLE 6. REPORTING PROCEDURES
A. Technical Reports: EMORY will be required to keep clear and accurate records of the procedures conducted and data collected throughout
   the project period so that the progress of the Study may be readily evaluated at any time by PRINCIPAL INVESTIGATOR.
B. Fiscal Reports: A final invoice of expenditures shall be made to GeoVax no later than forty-five (45) days after the completion date of
   August 31, 2008.

ARTICLE 7. HOLD HARMLESS
EMORY and GeoVax agree to hold each other harmless from liability of any kind
including costs or expenses resulting from or on account of any or all suits or damages resulting from injuries or grievances sustained by any
person(s) or property by virtue of performance of this subcontract except when such suits or damages arise due to the gross negligence or
willful misconduct of the other party.

ARTICLE 8. REGULATORY DATA
All administrative and regulatory data required by the sponsor shall be applicable to this subcontractual Agreement as appropriate. All
conditions referenced in the prime award to GeoVax by NIH shall become binding upon execution of this subcontract by EMORY. A copy of
the General Terms and Conditions will be found in Appendix C. EMORY assumes sole responsibility for monetary reimbursement to NIH of a
sum equal to any expenditure deemed unallowable by NIH or an authorized agency through audit exception or other appropriate means after
ruling that expenditures from funds allocated to EMORY through GeoVax for direct and/or indirect costs violated the regulations of the
granting or funding agency of this subcontract.

ARTICLE 9. TERMINATION
If at any time GeoVax’s award is terminated by NIH, this Agreement shall consequently be terminated upon receipt by EMORY of written
termination notice from GeoVax. EMORY shall be reimbursed for noncancellable obligations incurred prior to the date of the written
termination notice. GeoVax reserves the unilateral right to terminate this Agreement upon thirty (30) days written notice for failure of EMORY
to meet any substantive requirement or obligation of this Agreement should EMORY fail to acceptably correct the said deficiency within the
said thirty (30) days or such longer period as may be mutually agreed upon by both parties. Nothing in this article is intended to abrogate the
parties’ right to terminate this Agreement on such terms as may be mutually agreed upon subsequent to the execution of this subcontract.

ARTICLE 10. HUMAN SUBJECTS
If human subjects are used in the conduct of the work supported by this Agreement EMORY warrants and agrees to comply with the applicable
federal laws, regulations and policies of DHHS. EMORY further agrees to provide certification to GeoVax at least annually that an institutional
committee has reviewed and approved the procedures which involve human subjects. EMORY shall bear full responsibility for the proper and
safe performance of all work and services involving the use of human subjects under this Agreement.

ARTICLE 11. LABORATORY ANIMALS
If live vertebrate animals are used in the conduct of the work supported by this Agreement, EMORY warrants and agrees to comply with the
applicable portion of the Animal Welfare Act (PL 89-544, as amended) and will follow the guidelines described in NIH Publication No. 86-23
entitled “Guide for the Care and Use of Laboratory Animals,” or such other guidelines as are required. EMORY further agrees to provide
certification to GeoVax that an institutional committee has reviewed and approved the procedures
which involve laboratory animals. GeoVax expressly acknowledges that the work supported by this Agreement is basic animal research and is
not to be conducted according to or in compliance with Good Laboratory Practices (“GLP”) by EMORY and INVESTIGATOR.

ARTICLE 12. LICENSE AGREEMENT
GeoVax and EMORY acknowledge and agree that this Agreement is subject to the terms and conditions of that certain License Agreement
between Emory University and GeoVax, Inc., now GeoVax Labs, Inc., entered into on August 28, 2002 and amended and restated June 23,
2004 (the “License Agreement”). If any term of this Agreement conflicts with the License Agreement, the terms and conditions of the License
Agreement shall prevail. A copy of the amended and restated License Agreement is attached as Appendix D.
The following terms have the same meaning in this Agreement as their defined meaning in the License Agreement:
    Emory Technology Rights;
    Field of Use;
    Licensed Patents; and
    Improvements.

ARTICLE 13. SUPPLY OF MATERIAL
A. In performing the work conducted in this Agreement, GeoVax may transfer to EMORY and the INVESTIGATOR “Original Material(s)”
   (shall mean the description of the material being transferred as specified and recorded in the Material Transfer Record) in such amounts as
   are necessary and useful to the conduct of this Study. Such Original Material(s) will be provided under the terms of this Agreement and in
   such amount as described in the “Material Transfer Record” (shall mean the Material Transfer Record form, attached hereto at Appendix E
   and incorporated by reference, on which the Materials transferred between the Parties under this Agreement are to be specified and
   recorded) for the particular transfer. Duplicate originals of the Material Transfer Record shall be completed and signed by the
   INVESTIGATOR and an authorized representative of GeoVax upon each such Material transfer and one such fully executed Material
   Transfer Record shall be retained by the INVESTIGATOR (with a copy to EMORY’S Office of Technology Transfer) and GeoVax.
B. EMORY and INVESTIGATOR agree that the Material(s):
    (i)      will not be used for any purposes except as specifically described in this Agreement and/or in the Statement of Work.

    (ii)     will not be transferred to any other person or entity; and

    (iii)    will notify GeoVax for analysis if there is an adverse reaction to the Material or if any Material fails to perform its intended
             function during this Study.
C. It is understood that the Material and any other materials provided hereunder are investigational in nature. GEOVAX MAKES NO
   WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY OF THE IMPLIED
     WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT,
     REGARDING THE MATERIAL. ADDITIONALY, GEOVAX MAKES NO REPRESENTATION OF ANY KIND, EXPRESS OR
     IMPLIED REGARDING THE SAFETY OR EFFICACY OF THE MATERIAL.

D. Any Material delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties.
   EMORY will handle the Material accordingly and will inform GeoVax in writing on any adverse effects experienced by persons handling
   the Material.

E.   EMORY assumes all liability for damages which may arise from its use, storage or disposal of the Material. GeoVax will not be liable to
     EMORY for any loss, claim or demand made by EMORY, or made against EMORY by any third party, due to or arising from the use of
     the Material by EMORY, except to the extent permitted by law when caused by the gross negligence or willful misconduct of GeoVax.

ARTICLE 14. ACCESS
During the term of this Agreement, INVESTIGATOR and/or his designees shall be available to meet with GeoVax (or its designees) during
normal business hours, upon reasonable prior notice and reasonable frequency, for the purpose of progress reviews, internal reporting, and
other matters to the Study.

ARTICLE 15. CONFIDENTIAL INFORMATION
A. As used herein, “Confidential Information” shall mean any and all information, including without limitation Intellectual Property and
   Material(s), disclosed by or on behalf of one Party (for the purposes of this Article 15, “Disclosing Party”) to the other party (for the
   purposes of this Article 15 “Receiving Party”) for the purposes of or in connection with the Study on or after the effective date noted
   above of this Agreement, in writing or in any other tangible medium or disclosed orally and designated as confidential at the time of
   disclosure by the Disclosing Party. Confidential Information of GeoVax hereunder shall include, without limitation, the Material(s)
   provided to EMORY hereunder and the Statement of Work. Subject to 6.2 and Section 11 of the License Agreement, the Receiving Party
   may use Confidential Information of the Disclosing Party for the purposes of this Agreement, but shall not use Confidential Information
   for any other purpose or disclose such Confidential Information to any third party at any time during the term of this Agreement and for a
   period of five (5) years after its termination or expiration, without first obtaining the prior written consent of the Disclosing Party. The
   standard of care required of the Receiving Party in protecting the confidentiality of the Disclosing Party’s Confidential Information is the
   same standard of care that the Receiving Party uses in protecting its own confidential information of a similar nature, which will be at least
   a reasonable standard of care. The Receiving Party shall limit dissemination of Confidential Information of the Disclosing Party to those
   officers, directors, employees, agents or consultants having a “need to know”, who are bound by obligations of confidentiality to the
   Receiving Party equivalent to confidentiality obligations contained herein.

B. Confidential Information does not include any portion of the Confidential Information of either Party hereto which:
    (i)      at the time of disclosure is in the public domain;

    (ii)     after disclosure hereunder enters the public domain, except through breach of this Agreement by the Receiving Party;

    (iii)    the Receiving Party can demonstrate by it written records was in the Receiving Party’s possession prior to the time of disclosure
             by or on behalf of the Disclosing Party hereunder, and was not acquired directly or indirectly from the Disclosing Party;

    (iv)     becomes available to the Receiving Party from a third party which is not legally prohibited from disclosing such Confidential
             Information;

    (v)      the Receiving Party can demonstrate by its written records was developed by or for the Receiving Party independently of the
             disclosure of Confidential Information by the Disclosing Party or its Affiliates.
C. In the event that either Party hereto is required by applicable statute or regulation or by judicial or administrative process to disclose any
   part of the Confidential Information which is disclosed to it hereunder, the Receiving Party shall (i) promptly notify the Disclosing Party
   of each such requirement and identify the Confidential Information so required thereby, so that the Disclosing Party may seek an
   appropriate protective order or other remedy and/or waive compliance by the Receiving Party with the provisions of this Agreement and
   (ii) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow the scope of such requirement.
   If, in the absence of such a protective order or other remedy or such a waiver by the Disclosing Party of the provisions of this Agreement,
   the Receiving Party is nonetheless required by mandatory applicable law to disclose any part of the Confidential Information which is
   disclosed to it hereunder, the Receiving Party may disclose such Confidential Information to the governmental authority requesting such
   disclosure without liability under this Agreement, except that the Receiving Party shall furnish only that portion of Confidential
   Information which is legally required and only to the extent required by law provided, that, the Confidential Information so disclosed shall
   continue to be treated as Confidential Information as between the Parties hereto.

D. Confidential Information disclosed by the Parties under this Agreement is the property of the Disclosing Party. The Parties hereby
   acknowledge and agree that as the Receiving Party of Confidential Information disclosed by the other Party under this Agreement, it has
   no right, title or interest in or to the same save as may be expressly granted to it under this Agreement.

ARTICLE 16. PUBLICATIONS
All research reports and other publications relating to the work under this Agreement shall: (A) Bear proper acknowledgment of the support
provided by NIH, (B) Be submitted to GeoVax’s PRINCIPAL INVESTIGATOR in the form of advance copies for review at least thirty
(30) days in advance of submission for publication or presentation to a publisher or other third party. During such 30-day period GeoVax shall
have the right to object to and delay such proposed publication or presentation because GeoVax believes there is GeoVax Confidential
Information contained therein and/or patentable subject matter, which needs protection. EMORY and INVESTIGATOR agree to delete any
GeoVax Confidential Information, other than study data results, from the proposed publication or presentation unless it is necessary for the
complete and accurate interpretation and presentation of the
Study Data and results. If GeoVax does not provide EMORY and/or the INVESTIGATOR in writing any objection to the proposed publication
or presentation or otherwise inform EMORY and/or the INVESTIGATOR in writing on or before the expiration of such 30-day period that the
submission, publication or presentation must be delayed, the INVESTIGATOR and/or EMORY shall be free to publish or present such
proposed publication or presentation without restriction hereunder.

ARTICLE 17. MATERIAL(s)
A. GeoVax retains all right and title to any Material(s) provided to EMORY hereunder, including any Material(s) contained or incorporated
   in Modifications. Except as provided in this Agreement or the License Agreement, no express or implied licenses or other rights are
   granted to EMORY under any patents, patent applications, trade secrets or other proprietary rights of GeoVax, including any altered forms
   of the Material(s) made by the EMORY. In particular, no express or implied licenses or other rights are granted to use the Material(s),
   Modifications, or any related patents of GeoVax for commercial purposes.
B. All right and title to (i) Modifications (except that GeoVax retains sole ownership rights and title to the Material(s) included therein in
   accordance with 17(A) herein), and (ii) substances created through the use of the Material or Modifications, but which are not “Progeny”
   (shall mean unmodified descendant from the Material, such as virus from virus, cell from cell, or organism from organism), “Un-Modified
   Derivatives” (shall mean substances created by the receiving Party which constitute an unmodified functional subunit or product extracted
   or purified from the Original Material) or Modifications (i.e., do not contain the Original Material(s), Progeny Un-Modified Derivatives);
   created or made solely by EMORY shall belong to EMORY; except that should (i) or (ii) result from the collaborative efforts of GeoVax
   and EMORY, such shall be jointly owned by the Parties.

ARTICLE 18. PATENTS AND INTELLECTUAL PROPERTY
A. Inventorship of any Intellectual Property conceived or made pursuant to the performance of the Study shall be determined according to
   United States patent law. Such Intellectual Property conceived or made solely by EMORY employees (the “Emory Intellectual Property)
   will be owned solely by EMORY. Such Intellectual Property conceived or made solely by GeoVax employees (the “GeoVax Intellectual
   Property”) will be owned solely by GeoVax. Such Intellectual Property conceived or made jointly by both EMORY and GeoVax
   employees (the “Joint Intellectual Property”) will be owned jointly by EMORY and GeoVax. The Parties agree all data generated by
   Emory in the conduct of the Study shall be owned by Emory (“Emory Data”). The Parties agree that all data generated by GeoVax in the
   conduct of the Study shall be owned by GeoVax (“GeoVax Data”).
B. All Intellectual Property which was owned by GeoVax prior to the start of this Agreement (“GeoVax Background Intellectual Property”)
   shall remain the property of GeoVax. EMORY shall not acquire any right, title or interest in any GeoVax Background Intellectual
   Property as a result of the performance of this Agreement, except that EMORY may use GeoVax Background Intellectual Property for the
     performance of the Study in accordance with this Agreement and the License Agreement.
C. All Intellectual Property which was owned by EMORY prior to the start of this Agreement or which is conceived or made solely by one or
   more employees of EMORY, including the INVESTIGATOR, during the term of this Agreement and does not result from work
   performed pursuant to the Study hereunder (“EMORY Background Intellectual Property”), whether or not used by EMORY and
   INVESTIGATOR to make and/or develop any Joint Intellectual Property, EMORY Intellectual Property, EMORY Data or results
   hereunder shall remain the property of EMORY. GeoVax shall not acquire any further right, title or interest in any EMORY Background
   Intellectual Property as a result of the performance of this Agreement. For avoidance of doubt, pursuant to the License Agreement,
   GeoVax has previously licensed certain EMORY Background Intellectual Property by obtaining a worldwide, exclusive, non-transferable
   right and license under the Emory Technology Rights, which includes certain Licensed Patents and Improvements including Emory Tech
   ID 07042, “GM-CSF as an Adjuvant for Mucosal Immunity Including Mucosal IgA”.
D. GeoVax shall promptly and fully disclose in writing to EMORY any GeoVax Intellectual Property. All right and title to GeoVax
   Intellectual Property shall belong to GeoVax. For avoidance of doubt, such GeoVax Intellectual Property is subject to 6.2 of the License
   Agreement.
E.    Emory shall promptly and fully disclose to GeoVax in writing any EMORY Intellectual Property. GeoVax agrees to hold all such
      disclosed EMORY Intellectual Property in confidence until a patent application is filed to protect any invention encompassed within the
      EMORY Intellectual Property, as provided for herein. Within sixty (60) days of such disclosure, GeoVax shall notify EMORY in writing
      if it wants EMORY to pursue patent protection for the EMORY Intellectual Property. EMORY shall promptly prepare, file and prosecute
      any U.S. or foreign applications requested by GeoVax to protect the EMORY Intellectual Property. GeoVax shall bear all costs incurred in
      connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign applications. GeoVax shall cooperate with
      EMORY to assure that such applications will cover, to the best of GeoVax’s knowledge, all items of commercial interest and importance.
      The Parties acknowledge and agree that EMORY Intellectual Property in the Field of Use constitutes Improvements and are automatically
      included in the Emory Technology Rights licensed to GeoVax under the License Agreement. As such, the terms in the License Agreement
      relating to, inter alia, patent prosecution, prosecution expenses, infringement procedures, litigation procedures and abandonment of
      Licensed Patents shall apply to any EMORY Intellectual Property patent application.

F.    EMORY and GeoVax shall promptly and fully disclose in writing to the other Party any Joint Intellectual Property. Both Parties agree to
      hold all such disclosures in confidence until a patent application(s) is filed to protect any invention(s) encompassed within the Joint
      Intellectual Property, as provided for herein. Within sixty (60) days of a disclosure, GeoVax shall notify EMORY in writing if it wishes to
      pursue patent protection for the Joint Intellectual Property. EMORY shall promptly prepare, file and prosecute any U.S. or foreign
      applications elected by GeoVax to protect the Joint Intellectual Property. GeoVax shall bear all costs incurred in connection with such
      preparation, filing, prosecution, and maintenance of U.S. and foreign application(s). GeoVax shall cooperate with EMORY to assure that
      such
    applications will cover, to the best of GeoVax’s knowledge, all items of commercial interest and importance. The Parties acknowledge and
    agree that EMORY’s rights in the Joint Intellectual Property in the Field of Use constitute Improvements and are automatically included in
    the Emory Technology Rights licensed to GeoVax under the License Agreement. As such, the terms in the License Agreement relating to,
    inter alia, patent prosecution, prosecution expenses, infringement procedures, litigation procedures and abandonment of Licensed Patents
    shall apply to the Joint Intellectual Property patent application.

G. If GeoVax elects not to request that EMORY prepare and file a patent application(s) covering any EMORY Intellectual Property or Joint
   Intellectual Property pursuant to Paragraphs E and F above, EMORY shall have the right pursuant to 6.3 of the License Agreement to
   pursue patent protection for such Improvements, with the patent prosecution expenses being an obligation of GeoVax unless GeoVax
   notifies EMORY, in writing, of its abandonment of such Improvements pursuant to 3.3 of the License Agreement. If GeoVax effects such
   abandonment, EMORY has the right to terminate the license granted to GeoVax as to the specific Licensed Patents covering the
   Improvement(s), and such EMORY Intellectual Property (or Joint Intellectual Property as the case may be) shall not be subject to the
   License Agreement and EMORY shall be free, at its election, to file, prosecute, abandon or maintain any patents or applications covering
   such Intellectual Property and to grant rights to such Intellectual Property to other third parties.

ARTICLE 19. SUBCONTRACTING
None of the principal activities of this Agreement shall be subcontracted by EMORY without the prior written approval of GeoVax.

ARTICLE 21. MODIFICATION OF CONTRACT
This Subcontract may only be modified after mutual written Agreement by an amendment executed through the same procedure as the original.


GeoVax Labs Inc.                                                                     Emory University

/s/ Mark Reynolds                                                                    /s/ Holly Sommers
Mark Reynolds                                                                        Holly Sommers
Chief Financial Officer                                                              Acting Director of Sponsored Programs
   Appendix A
Statement of Work
Appendix B
  Budget
         Appendix C
General Terms and Conditions
   Appendix D
License Agreement
                                                                Appendix E
                                                          Material Transfer Record
                                                          for transfer of Materials from
                                                                Providing Party
                                                                      to
                                                                Receiving Party
The Material described below is supplied by the Providing Party to the Receiving Party and is subject to all the terms and conditions of the
Research Agreement and License Agreement between Emory University (the “University”) and GeoVax Labs Inc., (“GeoVax”), dated as on
May 9, 2008 (the “Agreement”). Duplicate originals of this form shall be executed and one fully-executed form shall be giving to the Providing
Party and one to the Receiving Party.

Description of Material(s) (to be filled in by Providing Party only): -




(Signature) Providing Party’s Investigator



Date




In signing below, you the Receiving Party’s Investigator, acknowledge that you understand and will abide by the terms and conditions under
which the Material are provided under the Agreement.



(Signature) Receiving Party’s Investigator



Date
                                                                                                                                    Exhibit 10.23




November 6, 2009
Teresa Sussman
Associate Director
Office of Sponsored Programs
Emory University
1599 Clifton Road NE, 4 th Floor
Mailstop: 1599/001/1BA
Atlanta, GA 30322


      Re:     Subcontract under NIH Grant No. 5 U19 AI074073-03
              Mark Mulligan, Principal Investigator (Emory)
              Harriet Robinson, Subcontractor Investigator (Geovax, Inc.)
Dear Ms. Sussman:
By this letter I am modifying the subcontract by and between Geovax, Inc. and Emory University on the above-referenced project.
Article 4. Allocation of Funds
Funds in the amount of $42,120 have been added for the Year 03 budget period.
Article 5. Period of Performance
The budget period for Year 03 is September 1, 2009 through August 31, 2010.
Article 6. Reporting Procedures
(A) Technical Report : An annual technical report shall be submitted to Geovax no later than three (3) months prior to the budget end date of
August 31, 2010 for inclusion in the non-competing grant application.
(B) Fiscal Report: A final invoice for year 02 shall be made to Geovax no later than forty-five (45) days after the budget end date of August 31,
2010.
All other terms and conditions of the original subcontract dated June 26, 2008 and any subsequent modifications remain in effect.
Please have an authorized official sign both copies of this modification, and return one (1) copy. Please retain the second copy for your file.
Sincerely,


/s/ Mark Reynolds                                                             /s/ Teresa Sussman
Mark Reynolds                                                                 Teresa Sussman
Chief Financial Officer                                                       Associate Director
Geovax, Inc.                                                                  Emory University


             GeoVax Labs Inc.      1900 Lake Park Drive      Smyrna, Georgia 30080 USA          678-384-7220 tel      www.geovax.com
                                                                                                                                     Exhibit 23.1


                                CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in Amendment No. 7 to this Registration Statement on Form S-1 (Registration No. 333-165828) of our reports dated
February 22, 2010, except for the twelfth paragraph of Note 2, as to which the date is April 27, 2010, relating to our audits of the consolidated
financial statements and internal control over financial reporting, appearing in the Prospectus, which is a part of this Registration Statement.
We also consent to the reference to our firm under the caption “Experts” in the Registration Statement.

                                                                                                                    /s/ Porter Keadle Moore, LLP
Atlanta, Georgia
November 8, 2010
                                                                                                                                 Exhibit 23.2


                               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Amendment No. 7 to Registration Statement on Form S-1 of our report dated February 8, 2006, except for the
twelfth paragraph of Note 2, as to which the date is April 27, 2010, relating to the financial statements of GeoVax, Inc. appearing in the
Prospectus which is a part of the Registration Statement. We also consent to the reference to our firm under the caption “Experts” in the
Registration Statement.

/S/ TRIPP, CHAFIN & COMPANY, LLC
Marietta, Georgia
November 8, 2010