10-Q - GOVX - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ ****	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br> <br>For the quarterly period ended September 30, 2025

☐ ****	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39563

GEOVAX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-0455038
(State or other jurisdiction<br><br> <br>of incorporation or organization)	(IRS Employer Identification No.)
1900 Lake Park Drive, Suite 380
Smyrna, Georgia	30080
(Address of principal executive offices)	(Zip Code)

(678) 384-7220

(Registrant’s telephone number, including area code***)***

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each Exchange on which Registered
Common Stock $0.001 par value	GOVX	The Nasdaq Capital Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging growth company	☐
Smaller reporting company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

As of November 13, 2025, 29,705,360 shares of the Registrant’s common stock, $.001 par value, were issued and outstanding.

TABLE OF CONTENTS

		Page
PART I –FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements:	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the three-month and nine-month periods ended September 30, 2025 and 2024 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three-month and nine-month periods ended September 30, 2025 and 2024 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2025 and 2024 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4	Controls and Procedures	15
PART II –OTHER INFORMATION
Item 1	Legal Proceedings	16
Item 1A	Risk Factors	16
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3	Defaults Upon Senior Securities	16
Item 4	Mine Safety Disclosures	16
Item 5	Other Information	16
Item 6	Exhibits	17
SIGNATURES		18

Part I -- FINANCIAL INFORMATION

Item 1	Financial Statements

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

			December 31,
			2024

ASSETS
Current assets:
Cash and cash equivalents	5,008,997		$	5,506,941
Government contract receivable	-			659,409
Prepaid expenses and other current assets	1,508,251			1,768,533
Total current assets	6,517,248			7,934,883
Property and equipment, net	127,060			149,974
Other assets	86,947			71,010
Total assets	6,731,255		$	8,155,867
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	976,411		$	1,849,760
Accrued expenses	847,766			1,257,572
Total current liabilities	1,824,177			3,107,332
Commitments (Note 4)
Stockholders’ equity:
Common stock, .001 par value:
Authorized shares – 150,000,000
Issued and outstanding shares – 29,705,360 and 10,536,875 at September 30, 2025 and December 31, 2024, respectively	29,705			10,537
Additional paid-in capital	151,279,802			134,394,079
Accumulated deficit	(146,402,429	)		(129,356,081	)
Total stockholders’ equity	4,907,078			5,048,535
Total liabilities and stockholders’ equity	6,731,255		$	8,155,867

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue from government contract	$	-		$	2,789,484		$	2,489,145		$	3,090,161
Operating expenses:
Research and development		5,043,504			7,402,884			15,127,090			16,105,480
General and administrative		1,329,711			1,241,176			4,559,346			3,784,559
Total operating expenses		6,373,215			8,644,060			19,686,436			19,890,039
Loss from operations		(6,373,215	)		(5,854,576	)		(17,197,291	)		(16,799,878	)
Other income (expense):
Interest income		54,301			53,191			150,943			91,611
Interest expense		-			(14,083	)		-			(21,375	)
Total other income (expense)		54,301			39,108			150,943			70,236
Net loss	$	(6,318,914	)	$	(5,815,468	)	$	(17,046,348	)	$	(16,729,642	)
Basic and diluted:
Net loss per common share	$	(0.31	)	$	(0.91	)	$	(0.97	)	$	(4.52	)
Weighted average shares outstanding		20,287,203			6,404,797			17,494,429			3,701,145

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Three-Month and Nine-Month Periods Ended September 30, 2025
											Total
	Common Stock				Additional			Accumulated			Stockholders’
	Shares		Amount		Paid-in Capital			Deficit			Equity
Balance at December 31, 2024		10,536,875	$	10,537	$	134,394,079		$	(129,356,081	)	$	5,048,535
Sale of common stock and warrants for cash		3,302,603		3,302		7,911,100			-			7,914,402
Stock option expense		-		-		292,744			-			292,744
Net loss for the three months ended March 31, 2025		-		-		-			(5,357,651	)		(5,357,651	)
Balance at March 31, 2025		13,839,478		13,839		142,597,923			(134,713,732	)		7,898,030
Issuance of common stock upon warrant exercises		2,085,115		2,086		(1,877	)		-			209
Stock option expense		-		-		292,740			-			292,740
Net loss for the three months ended June 30, 2025		-		-		-			(5,369,783	)		(5,369,783	)
Balance at June 30, 2025		15,924,593		15,925		142,888,786			(140,083,515	)		2,821,196
Sales of common stock and warrants for cash		13,540,767		13,540		7,957,710			-			7,971,250
Issuance of common stock upon warrant exercises		240,000		240		155,760			-			156,000
Stock option expense		-		-		277,546			-			277,546
Net loss for the three months ended September 30, 2025		-		-		-			(6,318,914	)		(6,318,914	)
Balance at September 30, 2025		29,705,360	$	29,705	$	151,279,802		$	(146,402,429	)	$	4,907,078
	Three-Month and Nine-Month Periods Ended September 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---
											Total
	Common Stock				Additional			Accumulated			Stockholders’
	Shares		Amount		Paid-in Capital			Deficit			Equity
Balance at December 31, 2023		1,977,152	$	1,977	$	110,125,146		$	(104,363,785	)	$	5,763,338
Issuance of common stock for services		6,703		7		37,493			-			37,500
Issuance of common stock upon warrant exercises		269,032		269		(269	)		-			-
Fractional share roundup following reverse split		55,422		55		(55	)		-			-
Stock option expense		-		-		103,569			-			103,569
Net loss for the three months ended March 31, 2024		-		-		-			(5,850,132	)		(5,850,132	)
Balance at March 31, 2024		2,308,309		2,308		110,265,884			(110,213,917	)	$	54,275
Sale of common stock and warrants for cash		220,000		220		1,209,318			-			1,209,538
Issuance of common stock upon warrant exercises		1,650,391		1,651		1,387,712			-			1,389,363
Stock option expense		-		-		101,640			-			101,640
Net loss for the three months ended June 30, 2024		-		-		-			(5,064,042	)		(5,064,042	)
Balance at June 30, 2024		4,178,700		4,179		112,964,554			(115,277,959	)		(2,309,226	)
Sale of common stock and warrants for cash		2,741,463		2,742		15,518,135			-			15,520,877
Issuance of common stock upon warrant exercises		1,689,145		1,688		976,082			-			977,770
Stock option expense		-		-		129,923			-			129,923
Net loss for the three months ended September 30, 2024		-		-		-			(5,815,468	)		(5,815,468	)
Balance at September 30, 2024		8,609,308	$	8,609	$	129,588,694		$	(121,093,427	)	$	8,503,876

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(17,046,348	)	$	(16,729,642	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		50,526			73,727
Stock-based compensation expense		863,030			389,299
Changes in assets and liabilities:
Government contract receivable		659,409			(547,574	)
Prepaid expenses and other current assets		260,282			(312,840	)
Other assets		(15,937	)		1,116,778
Accounts payable and accrued expenses		(1,283,155	)		(911,709	)
Total adjustments		534,155			(192,319	)
Net cash used in operating activities		(16,512,193	)		(16,921,961	)
Cash flows from investing activities:
Purchase of equipment		(27,612	)		(20,653	)
Net cash used in investing activities		(27,612	)		(20,653	)
Cash flows from financing activities:
Net proceeds from issuance of notes payable – related parties		-			135,000
Repayment of notes payable – related parties		-			(150,000	)
Net proceeds from sale of common stock and warrants		15,885,652			16,730,415
Net proceeds from warrant exercises		156,209			2,367,133
Net cash provided by financing activities		16,041,861			19,082,548
Net increase (decrease) in cash and cash equivalents		(497,944	)		2,139,934
Cash and cash equivalents at beginning of period		5,506,941			6,452,589
Cash and cash equivalents at end of period	$	5,008,997		$	8,592,523

Supplemental disclosure of non-cash financing activities:

During the nine months ended September 30, 2024, we issued 5,947 shares of common stock upon the cashless exercise of 8,000 warrants.

See accompanying notes to condensed consolidated financial statements.

GEOVAX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(unaudited)

1.	Nature of Business

GeoVax Labs, Inc., headquartered in the Atlanta, Georgia metropolitan area, is a clinical-stage biotechnology company incorporated under the laws of the State of Delaware. GeoVax Labs, Inc. and its wholly owned subsidiary, GeoVax, Inc., a Georgia corporation, are collectively referred to herein as “GeoVax” or “the Company”.

The Company is focused on developing immunotherapies and vaccines against infectious diseases and cancers using novel vector vaccine platforms. GeoVax’s lead clinical program is GEO-CM04S1, a multi-antigen, next-generation COVID-19 vaccine currently in three Phase 2 clinical trials, being evaluated as (i) a primary vaccine for immunocompromised patients such as those suffering from hematologic cancers and other patient populations for whom the current authorized COVID-19 vaccines are insufficient, (ii) a booster vaccine in patients with chronic lymphocytic leukemia (CLL), and (iii) a more robust, durable COVID-19 booster among healthy patients who previously received the mRNA vaccines. In oncology GeoVax’s lead clinical program is Gedeptin®, a novel oncolytic solid tumor gene-directed therapy which recently completed a multicenter Phase 1/2 clinical trial for advanced head and neck cancers. The Company is also developing GEO-MVA, a vaccine targeting Mpox and smallpox, with a Phase 3 immuno-bridging study expected to initiate in late 2026.

2.	Summary of Significant Accounting Policies

We disclosed in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 those accounting policies that we consider significant in determining our results of operations and financial position. During the nine months ended September 30, 2025, there have been no material changes to, or in the application of, the accounting policies previously identified and described in the Form 10-K.

Basis of Presentation

The accompanying financial statements include the accounts of GeoVax Labs, Inc. and GeoVax, Inc. All intercompany transactions have been eliminated in consolidation. The financial statements are unaudited, but include all adjustments, consisting of normal recurring entries, which we believe to be necessary for a fair presentation of interim 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 consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. We expect our operating results 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 are devoting substantially all of our present efforts to research and development of our vaccine and immunotherapy candidates and will require additional funding to continue our research and development activities. We believe that our existing cash resources will be sufficient to continue our planned operations into late fourth quarter of 2025. We plan to pursue additional capital resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources. There can be no assurance that additional funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Recent Accounting Pronouncements

During the nine months ended September 30, 2025, there have been no new accounting pronouncements or changes in accounting pronouncements which we expect to have a material impact on our financial statements.

3.	Balance Sheet Components

Prepaid expenses and other current assets consist of the following:

	September 30,<br><br> <br>2025		December 31,<br><br> <br>2024
Prepaid clinical trial costs	$	1,244,132	$	1,524,813
Prepaid insurance premiums		220,090		220,675
Prepaid rent		23,019		13,045
Other prepaid expenses		21,010		10,000
Total prepaid expenses	$	1,508,251	$	1,768,533

Property and equipment consist of the following:

	September 30,<br><br> <br>2025			December 31,<br><br> <br>2024
Equipment and furnishings	$	823,023		$	795,411
Leasehold improvements		115,605			115,605
Total property and equipment		938,628			911,016
Accumulated depreciation and amortization		(811,568	)		(761,042	)
Total property and equipment, net	$	127,060		$	149,974

Other assets consist of the following:

	September 30,<br><br> <br>2025		December 31,<br><br> <br>2024
Prepaid technology license fees	$	50,000	$	60,000
Deposits		36,947		11,010
Total other assets	$	86,947	$	71,010

Accrued Expenses – Accrued expenses consist of the following:

	September 30,<br><br> <br>2025		December 31,<br><br> <br>2024
Payroll-related liabilities	$	294,985	$	986,691
Other accrued expenses		552,781		270,881
Total accrued expenses	$	847,766	$	1,257,572
4.	Commitments
---	---

Operating Lease. We currently lease office and laboratory space pursuant to an operating lease which expires on December 31, 2025. In August 2025, we entered into an agreement for the lease of laboratory space and in September 2025, we entered into a separate agreement for the lease of office space. Each of these agreements provide access to the respective spaces beginning November 1, 2025 for a three-year term.

Rent expense for the three-month and nine-month periods ended September 30, 2025 was $48,177 and $144,532, respectively, as compared to $46,764 and $140,292, respectively, for the same periods of 2024. Future minimum lease payments total $90,151 in 2025, $313,884 is 2026, $327,192 in 2027 and $282,211 in 2028.

License Agreements. We have entered into license agreements for various technologies and patent rights associated with our product development activities. These agreements may contain provisions for upfront payments, milestone fees due upon the achievement of selected development and regulatory events, minimum annual royalties or other fees, and royalties based on future net sales. Due to the uncertainty of the achievement and timing of the contingent events requiring payment under these agreements, the amounts to be paid by us in the future are not determinable.

Other Commitments. In the normal course of business, we enter into various contracts and purchase commitments including those with contract research organizations (“CROs”) for clinical trial services, contract manufacturing organizations (“CMOs”) for production of materials for use in our clinical trials, and other independent contractors or academic institutions for preclinical research activities and other services and products. Most contracts are generally cancellable, with notice, at the Company’s option. Payments due upon cancellation may consist of payments for services provided or expenses incurred to date, or cancellation penalties depending on the time of cancellation.

5.	Stockholders’ Equity

Common Stock Transactions

September 2025 Offering. On September 30, 2025, we closed a registered direct offering of 3,968,256 shares of common stock and in a concurrent private placement, we issued common warrants to the purchasers to purchase up to 11,904,768 shares of common stock at an exercise price of $0.63 per share. Net proceeds after deducting placement agent commissions and other offering expenses were approximately $2.3 million.

July 2025 Offering. On July 2, 2025, we closed a public offering of an aggregate of 9,235,000 units, consisting of (i) 9,235,000 shares of our common stock and (ii) warrants to purchase 18,470,000 shares of common stock at an exercise price of $0.65 per share. Net proceeds after deducting placement agent fees and expenses and other offering expenses were approximately $5.5 million.

March 2025 Offering. On March 25, 2025, we closed a registered direct offering of 1,350,000 shares of common stock, pre-funded warrants to purchase an aggregate of 2,085,115 shares of common stock, and common warrants to purchase up to 3,435,115 shares of common stock at an exercise price of $1.31 per share. Net proceeds after deducting placement agent commissions and other offering expenses were approximately $4.1 million. The pre-funded warrants were fully exercised during the second quarter of 2025.

ATM Program. On September 25, 2024, we entered into a Sales Agreement and established an “At-the-Market” continuous offering program (the “ATM Program”), pursuant to which the Company may offer and sell, from time to time through its sales agent, shares of its common stock. During the three-month and nine-month periods ended September 30, 2025, we sold 337,511 and 2,290,114 shares of our common stock, respectively, through the ATM Program for net proceeds of approximately $220,000 and $4.0 million, respectively, after deducting commissions to the sales agent and other related expenses.

Stock Options

We have stock-based incentive plans (the “Plans”) pursuant to which our Board of Directors may grant stock options and other stock-based awards to our employees, directors and consultants. A total of 2,033,648 shares of our common stock are reserved for future issuance pursuant to the Plans, inclusive of outstanding stock options. A summary of the Company’s stock option activity during the nine months ended September 30, 2025 is presented below.

		Weighted-<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price			Aggregate<br><br> <br>Intrinsic<br><br> <br>Value
Outstanding at December 31, 2024	333,648	$	12.71	8.6	$	58,500
Stock options granted	805,300		2.48
Outstanding at September 30, 2025	1,138,948	$	5.48	8.9	$	-
Exercisable at September 30, 2025	222,132	$	17.32	7.5	$	-

Stock Purchase Warrants

A summary of the Company’s warrant activity during the nine months ended September 30, 2025 is presented below.

	Common Warrants
	Number<br><br> <br>of Shares			Weighted-Average<br><br> <br>Exercise<br><br> <br>Price		Weighted-Average<br><br> <br>Remaining Contractual<br><br> <br>Term (yrs)		Pre-Funded<br><br> <br>Warrants --<br><br> <br>Number<br><br> <br>of Shares			Total<br><br> <br>Warrants
Outstanding at December 31, 2024		6,617,747		$	5.13		4.6		-			6,617,747
Warrants issued		33,809,883			0.71				2,085,115			35,894,998
Warrants exercised		(240,000	)		-				(2,085,115	)		(2,325,115	)
Warrants expired		(159,781	)		-				-			(159,781	)
Outstanding at September 30, 2025		40,027,849		$	0.70		4.8		-			40,027,849

The table below summarizes additional information concerning warrants outstanding as of September 30, 2025.

Issue Date			Expiration
September 2021	6,668	195.00	September 2026
May 2024	1,605,688	0.54	May 2029
July 2024	2,170,000	0.54	January 2030
August 2024	2,675,610	1.31	March 2030
March 2025	3,435,115	1.31	June 2030
July 2025	18,230,000	0.49	July 2030
September 2025	11,904,768	0.63	November 2030
Outstanding at September 30, 2025	40,027,849

* Reflects current exercise prices as of the date of this quarterly report, inclusive of exercise price reset adjustments in accordance with terms contained within each respective warrant agreement.

6.	Stock-Based Compensation Expense

Stock-based compensation expense related to stock options is recognized on a straight-line basis over the requisite service period for the award and is allocated to research and development expense or general and administrative expense based upon the classification of the individual to whom the award is granted. Stock-based compensation expense related to stock option grants was $277,546 and $863,030 during the three-month and nine-month periods ended September 30, 2025, respectively, as compared to $129,923 and $335,132, respectively, during the same periods of 2024. As of September 30, 2025, there is $1,619,481 of unrecognized compensation expense that we expect to recognize over a weighted-average period of 2.1 years.

We occasionally issue shares of our restricted common stock for consulting and other services and recognize the related expense over the terms of the related agreements. During the three-month and nine-month periods ended September 30, 2024 we recorded stock-based compensation expense of $-0- and $54,167, respectively, associated with common stock issued for consulting services. No such expense was recorded during the 2025 periods.

7.	Revenue from Government Contract

In June 2024, GeoVax was awarded a contract through the Rapid Response Partnership Vehicle (RRPV) to advance the clinical development of GEO-CM04S1, the Company’s next-generation COVID-19 vaccine. The RRPV is a consortium funded by the Biomedical Advanced Research and Development Authority (BARDA), part of the Administration for Strategic Preparedness and Response (ASPR) in the U.S. Department of Health and Human Services (HHS). The award was formalized through an agreement with Advanced Technology International (ATI), the RRPV’s consortium management firm (the “ATI-RRPV Contract”). On April 11, 2025, we received notification from ATI directing the Company to immediately cease all work and indicating that BARDA determined to terminate the contract for convenience to the government pursuant to terms contained in the ATI-RRPV Contract.

During the three-month and nine-month periods ended September 30, 2025, we recognized revenue of $-0- and $2,489,145, respectively, associated with the ATI-RRPV Contract, as compared to $2,789,484 and $3,090,161, respectively, for the same periods in 2024.

8.	Net Loss Per Share

Basic and diluted loss per common share are computed based on the weighted average number of common shares outstanding. The Company’s potentially dilutive securities, which include stock options and stock purchase warrants, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. The securities that could potentially dilute basic earnings per share in the future and that have been excluded from the computation of diluted net loss per share totaled 41,166,797 and 6,951,395 shares at September 30, 2025 and 2024, respectively.

9.	Income Taxes

No provision for income taxes was recorded in either of the nine-month periods ended September 30, 2025 and 2024. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of September 30, 2025.

Item 2	Management’s Discussion and Analysis of Financial Condition And Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto and other disclosures included in this Quarterly Report on Form 10-Q (this “Quarterly Report”), and our audited financial statements and the accompanying notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025.

Forward-Looking Statements

Information included in this Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,”, “looks forward to”, “may”, “estimates”, “continues”, “should”, “could”, “target”, “potential,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. All statements in this Quarterly Report, other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenues, future governmental grants, projected costs, prospects, plans, intentions, expectations and objectives could be forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. We operate in a highly competitive, highly regulated and rapidly changing environment and our business is constantly evolving. Therefore, it is likely that new risks will emerge, and that the nature and elements of existing risks will change, over time. It is not possible for management to predict all such risk factors or changes therein, or to assess either the impact of all such risk factors on our business. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Quarterly Report.

Overview and Recent Developments

GeoVax is a clinical-stage biotechnology company developing human vaccines and immunotherapies against infectious diseases and cancers using novel proprietary platforms. GeoVax’s most advanced product candidates include a multi-antigen, next-generation COVID-19 vaccine, a gene-directed enzyme prodrug therapy for solid tumor cancers, and a vaccine against Mpox and smallpox. Additional preclinical research and development programs include vaccines targeting hemorrhagic fever viruses (Ebola Zaire, Ebola Sudan and Marburg), and Zika virus.

Our corporate strategy is to advance, protect, and leverage our vaccine/immunotherapy technologies to enable the development of preventive and therapeutic solutions for infectious diseases and cancer. Our goal is to progress our product candidates through human clinical trials and pursue regulatory approval and commercialization via internal development or external licensing and partnerships. We also work collaboratively with academic, governmental, and industry partners to advance and validate our pipeline.

Our programs are in various stages of development. Key updates for our lead programs are outlined below:

●	GEO-CM04S1 – COVID-19 Vaccine Candidate:
o	GEO-CM04S1 is undergoing multiple Phase 2 clinical studies:
---	---
■	One trial (ClinicalTrials.gov Identifier: NCT04977024) is evaluating its use in immunocompromised patients with hematologic malignancies (e.g., following stem cell transplant or CAR-T therapy). Published data from this study’s safety lead-in showed GEO-CM04S1 induced both neutralizing antibody and T cell responses in this high-risk population.
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■	A second trial (NCT04639466) is assessing GEO-CM04S1 as a heterologous booster following primary mRNA vaccination. Interim results have shown statistically significant increases in neutralizing antibodies across multiple SARS-CoV-2 variants, including Omicron XBB 1.5.
---	---

■	A third, investigator-initiated trial (NCT05672355) is evaluating GEO-CM04S1 versus an mRNA-based vaccine in patients with chronic lymphocytic leukemia (CLL). The mRNA vaccine arm was discontinued following an interim safety and efficacy review; the GEO-CM04S1 arm continues.
o	In June 2024, GeoVax received a development award through the Rapid Response Partnership Vehicle (RRPV), funded by the Biomedical Advanced Research and Development Authority (BARDA), to support advancement of GEO-CM04S1 into a Phase 2b study. On April 11, 2025, we received formal notice from Advanced Technology International (ATI) that BARDA elected to terminate the contract for convenience, consistent with its terms.
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●	Gedeptin® -- Gene-Directed Enzyme Prodrug Therapy (GDEPT):
---	---
o	Gedeptin has successfully completed a Phase 1/2 clinical trial (NCT03754933) in patients with advanced head and neck squamous cell carcinoma (HNSCC). This trial was funded in part by the FDA pursuant to its Orphan Products Clinical Trials Grants Program.
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o	Planning activities are underway for a Phase 2 trial to evaluate the addition of intra-tumoral Gedeptin® and intravenous fludarabine to recently approved neoadjuvant pembrolizumab as first-line treatment of patients with head and neck squamous cell carcinoma eligible for curative surgery. Trial initiation is targeted for 2026.
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●	GEO-MVA – Mpox/Smallpox Vaccine Candidate:
---	---
o	GEO-MVA is a Modified Vaccinia Ankara (MVA)-based vaccine candidate intended for protection against Mpox and smallpox. MVA is the strain recommended by both the World Health Organization (WHO) and U.S. Centers for Disease Control and Prevention (CDC) for these indications and is currently used in the U.S. Strategic National Stockpile.
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o	Following scientific advice from the European Medicines Agency (EMA) in May 2025, we intend to proceed directly to a Phase 3 trial, bypassing traditional Phase 1 and 2 studies, subject to final protocol and regulatory alignment. The Phase 3 study is expected to initiate in 2026.
---	---
o	A cGMP clinical drug substance batch of GEO-MVA has been successfully produced to support clinical development.
---	---
●	Other Product Development Programs:
---	---
o	Additional research and development activities continue for vaccine candidates targeting filoviruses (Ebola Zaire, Ebola Sudan, and Marburg) and Zika virus, as well as potential applications of the GEO-MVA and Gedeptin platforms in broader infectious disease and oncology indications
---	---
●	Manufacturing Platform – Continuous Avian Cell Line:
---	---
o	GeoVax is developing a continuous avian cell line manufacturing platform for production of its Modified Vaccinia Ankara (MVA)-based vaccines. This platform will enable scalable, high-yield production of vaccine candidates under current Good Manufacturing Practice (cGMP) conditions. Thus far, initial process development steps in support of cGMP production of GEO-MVA in the continuous avian cell line have been achieved Unlike traditional egg-based production methods, continuous cell line manufacturing offers greater efficiency, reproducibility and flexibility, supporting rapid response capabilities for emerging infectious diseases and biothreats. This approach is aligned with U.S. and international priorities for modernizing vaccine manufacturing and ensuring supply chain resilience
---	---

Financial Overview

Revenue

Our revenues to date have been related to government grants and contracts and other collaborative arrangements in support of our product development activities. We have not generated any revenue to date from the sale of the products we are developing. Our product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing. All product candidates that we advance to clinical testing will require regulatory approval prior to commercial use and will require significant costs for commercialization.

Research and development expenses

Since our inception, we have focused and we continue to focus significant resources on our research and development activities, including developing our vector platform and analytical testing methods, conducting preclinical studies, developing manufacturing processes, and conducting clinical trials. Research and development costs are expensed as incurred and consist primarily of the following:

•	personnel costs in our research and development functions, including salaries, benefits and stock-based compensation;
•	expenses incurred under agreements with CROs, for the conduct of clinical trials;
---	---
•	expenses incurred under agreements with contract manufacturing organizations (CMOs) that manufacture product used in clinical trials;
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•	expenses incurred in procuring materials and for analytical and release testing services required to produce vaccine candidates used in clinical trials;
•	process development expenses to improve the efficiency and yield of the bulk vaccine;
---	---
•	laboratory supplies, vendor expenses and other third-party contract expenses related to preclinical research activities;
---	---
•	technology license fees;
---	---
•	consultant expenses for services supporting our clinical, regulatory and manufacturing activities; and
---	---
•	facilities, depreciation and other general overhead expenses.
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We expect our research and development expenditures to increase as we advance our existing and future product candidates into and through clinical trials and pursue regulatory approval, especially with regard to the ongoing and planned GEO-CM04S1, Gedeptin and GEO-MVA clinical programs. We do not provide forward-looking estimates of costs and time to complete our research programs due to the many uncertainties associated with biotechnology research and development. Due to these uncertainties, our future expenditures are likely to be highly volatile in future periods depending on the outcomes of the trials and studies. As we obtain data from preclinical studies and clinical trials, we may elect to discontinue or delay certain development programs to focus our resources on more promising product candidates. Completion of preclinical studies and human clinical trials may take several years or more, but the length of time can vary substantially depending upon several factors. The duration and the cost of future clinical trials may vary significantly over the life of the project because of differences arising during development of the human clinical trial protocols, including the length of time required to enroll suitable patient subjects, the number of patients that ultimately participate in the clinical trial, the duration of patient follow-up, and the number of clinical sites included in the clinical trials.

General and administrative expenses

Our general and administrative expenses consist primarily of personnel costs in our executive, finance, business development and other administrative functions, including stock-based compensation. Other general and administrative expenses include consulting fees, professional service fees for accounting and legal services, lease expenses related to our offices, insurance premiums, intellectual property costs incurred in connection with filing and prosecuting patent applications, depreciation and other costs. We expect our general and administrative expenses will increase in the future as we support expanded research and development activities, prepare for potential commercialization of our current and future product candidates, maintain compliance with requirements of Nasdaq and the SEC, and other general corporate activities.

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 them 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.

For a description of critical accounting policies that require significant judgments and estimates during the preparation of our financial statements, refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to our critical accounting policies from those disclosed in our 2024 Annual Report.

Recent Accounting Pronouncements **** – **** Information regarding recent accounting pronouncements is contained in Note 2 to the financial statements included in this Quarterly Report.

Off-Balance Sheet Arrangements

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, other than the operating lease for our office and laboratory space.

Results of Operations

The following table summarizes our results of operations for the three-month and nine-month periods ended September 30, 2025 and 2024:

	Three Months Ended Sep. 30,
	2025			2024			Change
Revenue from government contract	$	-		$	2,789,484		$	(2,789,484	)
Operating expenses:
Research and development		5,043,504			7,402,884			(2,359,380	)
General and administrative		1,329,711			1,241,176			88,535
Total operating expenses		6,373,215			8,644,060			(2,270,845	)
Loss from operations		(6,373,215	)		(5,854,576	)		(518,639	)
Interest income		54,301			53,191			1,110
Interest expense		-			(14,083	)		14,083
Net loss	$	(6,318,914	)	$	(5,815,468	)	$	(503,446	)
	Nine Months Ended Sep. 30,
---	---	---	---	---	---	---	---	---	---
	2025			2024			Change
Revenue from government contract	$	2,489,145		$	3,090,161		$	(601,016	)
Operating expenses:
Research and development		15,127,090			16,105,480			(978,390	)
General and administrative		4,559,346			3,784,559			774,787
Total operating expenses		19,686,436			19,890,039			(203,603	)
Loss from operations		(17,197,291	)		(16,799,878	)		(397,413	)
Interest income		150,943			91,611			59,332
Interest expense		-			(21,375	)		21,375
Net loss	$	(17,046,348	)	$	(16,729,642	)	$	(316,706	)

Revenue from Government Contract

During the three-month and nine-month periods ended September 30, 2025, we reported $-0- and $2,489,145, respectively, of revenues associated with the ATI-RRPV Contract as compared to $2,789,484 and $3,090,161 for the same periods in 2024. On April 11, 2025, we received the notice (discussed above) directing us to stop work on all of our efforts with respect to the ATI-RRPV Contract, which was subsequently formally terminated.

Research and Development Expenses

For the three-month and nine-month periods ended September 30, 2025, research and development expenses decreased by $2,359,380 (31.9%) and $978,390 (6.1%), respectively, versus the comparable 2024 periods. The overall decrease during 2025 primarily relates to discontinued costs associated with termination of the ATI-RRPV Contract, as well as lower costs for the GEO-CM04S1 clinical trials and manufacturing costs associated with the GEO-CM04S1 and Gedeptin programs. These lower costs were partially offset by higher personnel and consulting costs and manufacturing costs associated with the GEO-MVA development program. Research and development expenses for the three-month and nine-month periods of 2025 include stock-based compensation expense of $130,323 and $390,962, respectively, as compared to $59,384 and $163,653, respectively, for the comparable 2024 periods.

General and Administrative Expenses

For the three-month and nine-month periods ended September 30, 2025, general and administrative expenses increased by $88,535 (7.1%) and $774,787 (20.5%), respectively, versus the comparable 2024 periods. The overall increase during 2025 relates primarily to higher personnel costs, investor relations consulting and other programmatic expenses, and stock-based compensation expense. General and administrative expenses for the three-month and nine-month periods of 2025 include stock-based compensation expense of $147,223 and $472,068, respectively, as compared to $70,538 and $255,645, respectively, for the comparable periods of 2024.

Other Income

Interest income for the three-month and nine-month periods ended September 30, 2025 was $54,301 and $150,943, respectively, as compared to $53,191 and $91,611, respectively, for comparable periods of 2024. The overall increase during 2025 is attributable to the average cash balances available for investment. Interest expense for the three-month and nine-month periods ended September 30, 2024 was $14,083 and $21,375, respectively, associated with certain notes payable issued during May 2024 and retired in August 2024. There was no interest expense during the 2025 periods.

Liquidity and Capital Resources

The following tables summarize our liquidity and capital resources as of September 30, 2025 and December 31, 2024, and our cash flows for the nine-month periods ended September 30, 2025 and 2024:

Liquidity and Capital Resources	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	5,008,997	$	5,506,941
Working capital		4,693,071		4,827,551
	Nine Months Ended September 30,
---	---	---	---	---	---	---
Cash Flow Data	2025			2024
Net cash provided by (used in):
Operating activities	$	(16,512,193	)	$	(16,921,961	)
Investing activities		(27,612	)		(20,653	)
Financing activities		16,041,861			19,082,548
Net increase (decrease) in cash and cash equivalents	$	(497,944	)	$	2,139,934

Operating Activities – Net cash used in operating activities of $16,512,193 for the nine months ended September 30, 2025, was primarily due to our net loss of $17,046,348, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts. Net cash used in operating activities of $16,921,961 for the nine months ended September 30, 2024, was due to our net loss of $16,729,642, offset by non-cash items such as depreciation and amortization expense and stock-based compensation expense, and by changes in our working capital accounts.

Investing Activities – Net cash used in investing activities was $27,612 and $20,653 for the nine-month periods ended September 30, 2025 and 2024, respectively, and relates primarily to purchases of laboratory equipment.

Financing Activities – Net cash provided by financing activities was $16,041,861 and $19,082,548 for the nine-month periods ended September 30, 2025 and 2024, respectively. Net cash provided by financing activities for the each period relates to net proceeds from offerings of our common stock and warrants and exercise of previously issued warrants.

Funding Requirements and Sources of Capital

To date, we have not generated any product revenue. We do not know when, or if, we will generate any product revenue and we do not expect to generate significant product revenue unless and until we obtain regulatory approval and commercialize one of our current or future product candidates. We anticipate that we will continue to generate losses for the foreseeable future, and we expect the losses to increase as we continue the development of, and seek regulatory approvals for, our product candidates, and begin to commercialize any approved products. We are subject to all of the risks incident to the development of new products, and may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may harm our business. We anticipate that we will need substantial additional funding in connection with our continuing operations. We have funded our operations to date primarily from sales of our equity securities and from government grants and clinical trial assistance.

During the first quarter of 2025, we closed a registered direct offering of our common stock and warrants, as well as sold shares of our common stock pursuant to the ATM Program. Net proceeds to us from these offerings, after deducting commissions to the placement agent and sales agent, as applicable, and other related offering expenses, were approximately $7.9 million.

On July 2, 2025, we closed a public offering of our common stock and warrants. Net proceeds after deducting placement agent fees and expenses and other offering expenses were approximately $5.5 million. On September 30, 2025, we closed a registered direct offering of our common stock and warrants. Net proceeds after deducting placement agent commissions and other offering expenses were approximately $2.3 million. During the third quarter of 2025, we also sold shares of our common stock pursuant to the ATM Program for net proceeds of approximately $220,000.

As of the date of this Quarterly Report, we believe that our existing cash and cash equivalents are sufficient to fund our operations into December 2025. We plan to pursue additional cash resources through public or private equity or debt financings, government grants/contracts, arrangements with strategic partners, or from other sources.

There can be no assurance that necessary funding will be available on favorable terms or at all. These factors collectively raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that we will be successful in securing the additional capital required to continue the Company’s planned operations, but that our plans do not fully alleviate the substantial doubt about the Company’s ability to operate as a going concern.

We will need to continue to raise additional capital to support our future operating activities, including progression of our development programs, preparation for commercialization, and other operating costs. We may fund a significant portion of our ongoing operations through partnering and collaboration agreements which, while reducing our risks and extending our cash runway, would also reduce our share of eventual revenues, if any, from our vaccine candidates. Additionally, we may be able to fund certain activities with assistance from government programs.

The sale of additional equity would result in additional dilution to our stockholders. We may also fund our operations through debt financing, which would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital in sufficient amounts or on acceptable terms, we may be required to delay, limit, reduce, or terminate our product development or future commercialization efforts or grant rights to develop and market vaccine candidates that we would otherwise prefer to develop and market ourselves. Any of these actions could harm our business, results of operations and prospects.

Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties and is based on assumptions that may prove to be wrong; actual results could vary materially. Our projection takes into consideration contractual commitments we have made, and expect to make, in the normal course of operating our business, which include (i) obligations to our employees, (ii) our lease obligations, (iii) payments due under license agreements for various technologies and patent rights associated with our product development activities, (iv) arrangements with CROs, CMOs, and other third-party vendors for clinical trials services and production of materials for use in our clinical trials, and (v) other various firm purchase commitments and contractual obligations related to production and testing of our product candidates and the general operation of our business.

We have based our projections of operating capital requirements on assumptions that may prove to be incorrect, and we may use our available capital resources sooner than we expect. Our future capital requirements will depend on many factors, which include but are not limited to:

●	the timing and costs of our ongoing and planned clinical trials;
●	the timing and costs of manufacturing material for use in clinical trials;
---	---
●	the number and scope of our research programs and the speed at which they are advanced;
---	---
●	the progress and success of our preclinical and clinical development activities;
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●	the costs involved in prosecuting and enforcing patent claims and other intellectual property rights;
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●	the costs to attract and retain skilled personnel;
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●	the costs to maintain and expand our infrastructure to support our operations, our product development, and planned future commercialization efforts;
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●	the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements;
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●	the costs associated with any products or technologies that we may in-license or acquire; and
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●	the costs and timing of regulatory approvals.
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Item 3	Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4	Controls and Procedures

Evaluation of disclosure controls and procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to management, including the Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management has carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and our Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 or 15d-15 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Changes in internal control over financial reporting

There were no significant changes in our internal control over financial reporting that occurred during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

PART II -- OTHER INFORMATION

Item 1	Legal Proceedings

None.

Item 1A	Risk Factors

For information regarding factors that could affect our results of operations, financial condition or liquidity, see the risk factors discussed under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K. See also “Forward-Looking Statements,” included in Part I - Item 2 of this Quarterly Report on Form 10-Q. As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A concerning any material changes from the risk factors previously disclosed in our most recent Annual Report on Form 10‑K.

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered equity securities during the period covered by this report that have not previously been reported on Form 8-K.

Item 3	Defaults Upon Senior Securities

None.

Item 4	Mine Safety Disclosures

Not applicable.

Item 5	Other Information

During the period covered by this report, none of our directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

Item 6	Exhibits
Exhibit<br><br> <br>Number	Description
---	---
4.1	Form of Common Stock Purchase Warrant, dated July 2, 2025 (2)
4.2	Form of Common Stock Purchase Warrant, dated September 30, 2025 (3)
10.1	Placement Agency Agreement between the Company and Roth Capital Partners, LLC (2)
10.2	Placement Agency Agreement between the Company and Roth Capital Partners, LLC (3)
10.3	Securities Purchase Agreement, dated July 2, 2025 (2)
10.4	Securities Purchase Agreement, dated September 30, 2025 (3)
10.5*	Membership Agreement (Portal Innovations Science Square Labs), dated August 1, 2025
10.6*	Office Lease, dated September 15, 2025
31.1*	Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2*	Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document (1)
101.SCH	Inline XBRL Taxonomy Extension Schema Document (1)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)
104	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q and included in the Exhibit 101 Inline XBRL Document Set (1)
*	Filed herewith
---	---
**	Indicates a management contract or compensatory plan or arrangement
---	---
(1)	These interactive data files shall not be deemed filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under these sections.
---	---
(2)	Incorporated by reference from the registrant’s Current Report on Form 8-K filed July 2, 2025.
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(3)	Incorporated by reference from the registrant’s Current Report on Form 8-K filed September 30, 2025.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

		GEOVAX LABS, INC.<br><br> <br>(Registrant)
Date: November 13, 2025	By:	/s/ Mark W. Reynolds
		Mark W. Reynolds
		Chief Financial Officer<br><br> <br>(duly authorized officer and principal<br> financial officer)

ex_884832.htm

Exhibit 10.5

ATLANTA MEMBERSHIP AGREEMENT

101 NEREM STREET NW, SUITE 1000, ATLANTA, GA 30313

Membership Details Form

Member Company Name (Legal Name):	GeoVax Labs, Inc.
Start Date:	11/1/2025
End Date:	10/31/2028
Commitment Term:	3 Years (36 Months)
Active Assets Included in Membership Fee:	Portal Innovations<br> 101 Nerem Street NW, Suite 1000,<br><br> <br>Atlanta, GA 30313<br><br> <br><br><br> <br>6 – Open Office Desks (#22, #23, #24, #25, #26, #27)<br><br> <br>2 Private Wet Lab Suites (#1054, #1056)<br><br> <br><br><br> <br>Total Monthly Fee: $16,000
Set-Up Fee:	One-time $500 fee billed for each member. Each additional member will be billed in the month following written requests from the company at a rate of $500/member.*
Monthly Membership Fee:	$16,000
Security Deposit:	$17,000<br><br> <br>$16,000 first month rent<br><br> <br>$1,000 cleaning fee<br><br> <br><br><br> <br>You shall not be permitted to move into the space until the Service Retainer has been fully paid, as described in Sections 4(a) and 5(a) of this Agreement.
Payment Method:	ACH Transfer
Number of Individual Memberships/Capacity:	12 (2 per office desk)
Parking Fees (if applicable):	Established and invoiced separately via Legacy Parking
Notes:	GeoVax, Inc. has the right to add up to 2 wet lab bench assets for $1,200 each in the first year of membership (11/1/2025 – 10/31/2026)<br><br> <br><br><br> <br>GeoVax, Inc. is able to use 1 Office #1043 and 6 Open Office Desks #98, #99, #100, #101, #102, #103 in addition to its listed assets without an additional monthly fee. This additional space is subject to availability or until they are needed to meet future customer demand<br><br> <br><br><br> <br>Each new member using the office assets listed above are subject to the $500 one-time member set-up fee as listed in “Set-Up Fee” in this Membership Details Form

*Security Deposit and Set-Up Fee due on the date hereof.

Portal Membership Agreement (GA, June2025)	1

Contact Information – For Company

Primary Member

Primary Member Name:
Phone Number:
Alternate Phone:
Email:
Address:

If the Primary Member is also the Authorized Signatory, please check here:

If the Primary Member is also the Billing Contact, please check here:

Authorized Signatory
(if different than Primary Member)
Authorized Signatory Name: Mark Reynolds
Title: Chief Financial Officer
Phone Number: 678-770-9661
Email: mreynolds@geovax.com
Address:
Billing Contract (if different than Primary Member or Authorized Signatory)
Name:
Email:
Portal Membership Agreement (GA, June2025)	2
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Contact Email – For Zoe BP Atlanta JV LLC (“ZoE”): Eddie Lai eddie.lai@portalinnovations.com
This Agreement, including the Terms and Conditions and Membership Details Form, will be effective when signed by both parties. In the event of any conflict between the Terms and Conditions and the Membership Details Form, the Membership Details Form shall prevail.
By signing this Agreement you represent to us that you have the proper authority to execute this Agreement on behalf of the company listed above and incur the obligations described in this Agreement on behalf of such company.
Zoe BP Atlanta JV LLC<br><br> <br>By: Portal Innovations Science Square Labs, LLC<br><br> <br>Its: Manager
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Signature:
Name (Print): Anna Tomaszewski
Title: Vice President, Business Development
Date:
Company Signature
Company Name: GeoVax Labs, Inc.
Signature:
Name (Print): Mark Reynolds
Title: Chief Financial Officer
Date:
Portal Membership Agreement (GA, June2025)	3
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TERMS & CONDITIONS

1.	DEFINITIONS

“Agreement” means, collectively, these Terms & Conditions (the “Terms and Conditions”), the attached Membership Details Form cover page(s) (the “Membership Details Form”), the attached Waiver Letter, and any other attachments, exhibits, and/or supplements.

“Authorized Signatory” means an individual authorized to legally bind your company.

“Capacity” means the maximum number of Memberships allotted to your Laboratory Space as set forth in the Membership Details Form**.**

“Commitment Term” means the period of time from the Start Date to the last day of the period set forth on the Membership Details Form under “Commitment Term” with respect to each Individual Lab Number, and which may be extended upon mutual agreement of the parties.

“Individual Lab Number” means each Individual Lab Number and/or workspace location as may be specified in the Membership Details Form. If the symbol “Ø” is included on the Membership Details Form, we will provide the Individual Lab Number(s) for the agreed upon Capacity prior to the Start Date.

“Main Premises” means the Premises in which the Laboratory Space is located, as set forth in the Membership Details Form.

“Member” means each person you authorize to receive the Services (defined below) (each Member granted a “Membership”).

“Member Company” or “you” means the company, entity, or individual entering into this Agreement as listed in the Membership Details Form.

“Laboratory Space” means the actual laboratory or workspace corresponding to the Individual Lab Number(s), taken together.

“Premises” means a building or portion of a building at 101 Nerem Street NW, Suite 1000, Atlanta, GA 30313, in which ZoE offers workstations, other workspaces, and/or other services to Members.

“Primary Member” means the primary in-Premises Member contact for ZoE.

“Regular Business Days” are all weekdays, except local bank/government holidays.

“Regular Business Hours” are generally from 9:00 a.m. to 6:00 p.m. on Regular Business Days.

“Set-Up Fee” means the fee you will be charged for each individual Membership included in the Capacity of your Laboratory Space; you are obligated to pay the Set-Up Fee for each Individual Lab that you occupy, including such Set- up Fees as may be due upon transfer, including upgrade or downgrade (i.e. transferring to a Laboratory Space with a higher or lower Capacity), of Laboratory Space.

“Start Date” means the date set forth in the Membership Details Form upon which the Services will begin being provided with respect to each Individual Lab Number.

“ZoE,” “we” or “us” means the ZoE entity you are contracting with.

“ZoE Member Network” means the ZoE members-only online community accessed through the internet or our mobile app.

2.	THE BENEFITS OF MEMBERSHIP
a.	Services. Subject to the terms and conditions of this Agreement, and any other policies we make available to you with prior notice from time to time, during the Term (defined below), ZoE will use commercially reasonable efforts to provide you (and your Members, as applicable) the services described below. These services are referred to in this Agreement as the “Services.”
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i.	Non-exclusive access to the Laboratory Space.
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ii.	Regular maintenance of the Laboratory Space, consistent with the maintenance provided to similar laboratory spaces in the Premises, provided we will not be responsible for any damage to any equipment or any other property owned by you and found in the Laboratory Space or damage to the Laboratory Space exceeding normal wear and tear.
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iii.	Furnishings for the Laboratory Space of the quality and in the quantity typically provided to other member companies with similar Laboratory Space, workstations, and/or other workspace, as applicable, in the Premises.
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iv.	Access to and use of the ZoE Member Network in accordance with the terms of services available on our website.
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v.	Access to and use of the shared Internet connection in accordance with the terms of services available on our website (www.portalinnovations.com/internet_TOS/).
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Portal Membership Agreement (GA, June2025)	4
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vi.	Use of the printers, copiers and/or scanners available to our members and member companies, in accordance with the terms described herein.
vii.	Use of the conference rooms in your Main Premises and use of conference rooms in any other ZoE Premises during Regular Business Hours, in each case subject to availability and your prior reservation of such conference rooms, in accordance with the terms described herein.
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viii.	Heat and air-conditioning in the Laboratory Space during Regular Business Hours on Regular Business Days.
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ix.	Electricity for reasonably acceptable laboratory use.
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x.	Use of kitchens and beverages made available to our members and member companies.
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xi.	Acceptance of mail and deliveries on behalf of your business during Regular Business Hours on Regular Business Days
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xii.	Opportunity to participate in members-only events, beneﬁts and promotions.
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Other services may be provided for an additional fee, such as tech and operation services all subject to availability at the Main Premises and any additional terms and expenses applicable to those services.

b.	Our Reserved Rights. We are entitled to access your Laboratory Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furnishings contained in your Laboratory Space. We reserve the right to alter or relocate your Laboratory Space, provided that we will not do so in a manner that substantially decreases the square footage of your assigned Laboratory Space or related amenities. We may also modify or reduce the list of Services or furnishings provided for your Laboratory Space at any time. The Services may be provided by us, an affiliate or a third party.
c.	Laboratory Space Not Timely Available. If we are unable to make the Laboratory Space available by the Start Date for any reason whatsoever we will not be subject to any liability related to such inability, nor will such inability affect the enforceability of this Agreement. This Agreement shall remain in full force and effect, provided that: (i) the failure to provide access to the Laboratory Space does not last longer than two (2) months and (ii) at our sole discretion we will either (x) provide you with alternate Laboratory Space (which may or may not be within a ZoE building) with reasonably comparable Capacity during such period and charge your Membership Fee or (y) not charge you the Membership Fee during the period the Laboratory Space is not available to you. Following the two (2) month period set forth in (i) above, you shall have the ability to terminate this Agreement upon seven (7) days’ prior notice to us. If we do provide you alternate Laboratory Space as described in clause (x) above, during the period we provide you with such alternate Laboratory Space, the individuals named as Members shall be deemed to be Members and otherwise shall be fully subject to the terms of this Agreement. Notwithstanding anything in this paragraph to the contrary, if the delay in providing the Laboratory Space is due to your actions or inactions or due to changes in or work to the Laboratory Space requested by you, we will not be subject to any liability related to such delay nor will such delay affect the validity of this Agreement and we shall have no obligations to provide you with the benefits described in subsections (x) and (y) of this paragraph and you shall not be entitled to terminate this Agreement and shall be liable for the payment of the Membership Fees from the Start Date.
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d.	Access Prior to Start Date. If we, in our sole discretion, provide you with access to your Laboratory Space for any period of time prior to your Start Date (a “Soft Open Period”), during any such Soft Open Period you and your Members shall be fully subject to the terms of this Agreement, regardless of whether we choose to charge you the Membership Fee during any such Soft Open Period.
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3.	YOUR MEMBERS
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a.	Member List. You are responsible for maintaining the accuracy of your list of Members on the ZoE Member Network (your “Member List”). Only those individuals included on the Member List will be deemed to be “Members” and entitled to receive the Services described in this Agreement. To the extent permitted by law, all of your Members shall be required to provide valid government issued identification in order to be issued an activated key card to access the Premises. If the number of Members or other individuals regularly using your Laboratory Space exceeds the Capacity, you will be required to pay the then current additional fee as set forth on our website. In no event will the number of Members exceed 1.5 times the Capacity, regardless of additional fees paid; however affiliated members with other active memberships offered by ZoE such as We Membership, Hot Desk, and/or separate Dedicated Desk Memberships using desks outside of the Laboratory Space will not count towards this limit. We reserve the right to further limit the number of Members allowed at any point. Members will be able to begin using, accessing, and or receiving the Services on the later of (i) the Start Date or (ii) the date we confirm the addition of an individual to the Member List.
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Portal Membership Agreement (GA, June2025)	5
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Upon the addition of a Member to the Member List, ZoE will create a profile for such Member on the ZoE Member Network. Such profile will be viewable by us, our employees and agents, and other members. The created profile will include only the Member’s name and the Member Company; any additional information, including a photograph, shall be added solely as determined by you or your Members.

b.	Changes to or Removal of Primary Member or Authorized Signatory. An Authorized Signatory generally has the sole authority to make changes to or terminate this Agreement. A Primary Member will generally serve as ZoE’s primary contact regarding matters that involve your Members, the physical Laboratory Space or the Premises. If no Authorized Signatory other than the Primary Member is designated by you on the Membership Details Form, the Primary Member will serve as the Authorized Signatory. We will be entitled to rely on communications to or from the Authorized Signatory or Primary Member as notice to or from the applicable Member Company. However, an Executive Officer of the applicable Member Company (“Executive Officer”) will have the authority to override the request of an Authorized Signatory or Primary Member, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or Primary Member’s request. We will be entitled to request reasonable documentation to conﬁrm that an individual claiming to be an Executive Officer truly is one and to exercise our discretion in determining whether a particular position constitutes an “Executive Officer.” An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized Signatory and/or Primary Member. Unless we receive instructions from the Authorized Signatory or Executive Officer, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases using the Laboratory Space regularly, we will use our reasonable judgment in designating a replacement Primary Member.
4.	MEMBERSHIP FEES; PAYMENTS
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a.	Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Membership Details Form, (i) the Security Deposit, (ii) Cleaning Fee, and (iii) the Set-Up Fee.
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b.	Membership Fee. During the Term (defined below) of this Agreement, your Membership Fee will be due monthly and in advance as of the first (1st) day of each month. You are obligated to make payment of all Membership Fees owed throughout the Commitment Term and this obligation is absolute notwithstanding any early termination of the Agreement by you (“Membership Fee Obligations”). You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Membership as shown on your invoice. The Membership Fee set forth on the Membership Details Form covers the Services for only the number of Members indicated in the Membership Details Form. Additional Members will result in additional fees as set forth on our website.
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c.	Invoices; Financial Information. ZoE will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member or, if a Billing Contact is indicated on the Membership Details Form, the Billing Contact. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement.
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d.	Rent Increase: On each yearly anniversary of the Start Date (including during any Commitment Term) the Membership Fee will be subject to an automatic five percent (5%) increase over the then current Membership Fee. Following any Commitment Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days’ prior notice to you in advance of and in accordance with the Termination Notice Period described below in Section 5(d).
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e.	Late Fees. If payment for the Occupancy Fee or any other accrued and outstanding fee is not made by the first of the month following the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed below. All late fees are subject to increase from time to time at our sole discretion.
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Late Period	Fee Schedule
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	Payment	Note
1-30 days	5%	of Monthly Rate
31-45 days	10%	of Accumulated Balance
45-60 days	20%	of Accumulated Balance
60+ days	Termination
Portal Membership Agreement (GA, June2025)	6
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f.	Form of Payment. We accept payment of all amounts speciﬁed in this Agreement solely by the methods we communicate to you during the membership sign up process or from time to time during the Term. You are required to inform us promptly of any changes to your payment information. Changing your payment method may result in a change in the amount required under this Agreement to be held as the Security Deposit.
g.	Outstanding Fees. Any outstanding fees will be charged in arrears on a monthly basis. When we receive funds from you, we will ﬁrst apply funds to any balances which are in arrears (including any outstanding late fees) and to the earliest month due ﬁrst. Once past balances are satisﬁed, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement in accordance with Section 5.
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h.	No Refunds. Except as otherwise provided for herein, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Services.
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5.	TERM AND TERMINATION
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a.	Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of (i) the date on which payment of your Security Deposit, Cleaning Fee, Set-Up Fee and first month’s Membership Fee has been received by us or (ii) the Start Date. The initial term of this Agreement (the “Commitment Term”) is specified in your Membership Details Form and represents a binding minimum term of membership. Unless otherwise set forth on the Membership Details Form, following the Commitment Term, this Agreement shall automatically renew for successive periods equal in length to the initial Commitment Term (each, a “Renewal Term”), subject to the notice requirements set forth in Section 5(d). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.”
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b.	Move In / Move Out. If the Start Date is a Regular Business Day, you will be entitled to move into the Laboratory Space no earlier than 11:00 a.m. on the Start Date, provided you have complied with the payment obligations described in Section 5(a). If the Start Date is not a Regular Business Day, you will be entitled to move into the Laboratory Space no earlier than 11:00 a.m. on the ﬁrst Regular Business Day after the Start Date. On the last Regular Business Day of the Termination Effective Month (defined below), you must vacate the Laboratory Space by no later than 4:00 p.m. We shall not be responsible for any damage to any of your property or equipment as a result of move in/move out.
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c.	Cancellation Prior to Start Date. You may cancel this Agreement prior to the Start Date upon delivery of written notice to us. If you terminate more than one (1) full calendar month prior to your Start Date, you may be entitled to a refund of your Set-Up Fee, less any applicable charges, expenses or deductions; however, you will not be entitled to a refund of your Security Deposit. If you terminate within one (1) full calendar month prior to your Start Date, you will not be entitled to a refund of your Set-Up Fee or Security Deposit.
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d.	Termination Rights. This Agreement shall remain in full force and effect during the Commitment Term and may not be terminated early by you, except in the event of a material breach by us that remains uncured following your written notice and a reasonable cure period. Should you terminate this Agreement during the Commitment Term in violation of these provisions, the total remaining Membership Fees for the entirety of the Commitment Term will become immediately due and payable, and your Service Retainer will be forfeited.<br><br> <br><br><br> <br>You may terminate this Agreement at the conclusion of the Commitment Term by providing us with written notice at least sixty (60) days prior to the last Regular Business Day of the Commitment Term. Should you wish to continue your membership beyond the Commitment Term, we will work with you to discuss and confirm the applicable Membership Fee for any Renewal Term. Absent a written agreement signed by both parties, this Agreement will automatically renew following the Commitment Term at the then-current Membership Fee.
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e.	Termination or Suspension by Us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of the Internet Terms of Service, or any other policies or instructions provided by us or applicable to you; or (v) at any other time, when we, in our sole discretion, see ﬁt to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, including costs and reasonable attorney’s fees, despite termination or expiration of this Agreement.
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Portal Membership Agreement (GA, June2025)	7
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An individual Member will no longer receive the Services and is no longer authorized to access the Main Premises or other Premises upon the earlier of (x) the termination or expiration of this Agreement; your removal of such Member from the Member List or (z) our notice to you that such Member violated this Agreement. We may withhold or terminate Services of individual Members for any of the foregoing reasons; in such circumstances this Agreement will continue in full force and effect to the exclusion of the relevant Member.

f.	Security Deposit. The Security Deposit will be held as a retainer for performance of all your obligations under this Agreement, including the Membership Fee Obligations, and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Security Deposit, but must pay them separately. We will return the Security Deposit, or any balance after deducting outstanding fees and other costs due to us, including any unsatisfied Membership Fee Obligations, to you by bank transfer or other method that we communicate to you within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this Agreement and (ii) the date on which you provide to us all account information necessary for us to make such payment. Return of the Security Deposit is also subject to your complete performance of all your obligations under this Agreement, including full satisfaction of your Membership Fee Obligations and any additional obligations applicable following termination or expiration of this Agreement.
g.	Cleaning Fee. Member shall pay a refundable cleaning fee of $1,000 (“Cleaning Fee”) prior to the Commencement Date. This fee is intended to cover standard cleaning and turnover costs upon the termination or expiration of the Membership Agreement. If actual cleaning costs exceed $1,000, Portal Innovations reserves the right to invoice the Member for any additional expenses incurred. Any unused portion of the Cleaning Fee will be refunded within thirty (30) days following the end of the Membership Term, provided the space is returned in reasonably clean condition, normal wear and tear excepted.
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h.	Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Members’, and your or their guests’ property from the Laboratory Space and Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Laboratory Space or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling or disposal of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. We shall have no implied obligations as a bailee or custodian, and you hereby indemnify us and agree to keep us indemnified in respect of any claims of any third parties in respect of such property. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.
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6.	RULES
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In addition to the Portal Code of Conduct (Exhibit B), the Portal Community Standards (Exhibit C), and any rules, policies and/or procedures that are specific to a Premises used by you:

a.	You acknowledge and agree that:
i.	keys, key cards and other such items used to gain physical access to the Premises, or the Laboratory Space remain our property. You will cause your Members to safeguard our property and you shall immediately notify us and be liable for all replacement fees should any such property be lost, stolen or destroyed;
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ii.	you shall promptly notify us of any change to your contact and/or payment information;
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iii.	we will provide notice to you of any changes to Services, fees, or other updates via email. It is your responsibility to read such emails and to ensure your Members are aware of any changes, regardless of whether we notify such Members directly;
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iv.	carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion;
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v.	for security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video;
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vi.	all of your Members are at least 18 years of age;
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vii.	you shall be solely and fully responsible for ensuring that alcohol is consumed responsibly by your individual Members and that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
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Portal Membership Agreement (GA, June2025)	8
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viii.	common spaces are to be enjoyed by all our member companies, members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
ix.	you will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises;
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x.	you will be responsible for any damage to your Laboratory Space other than normal wear and tear;
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xi.	you will be responsible for replacement fees for any item(s) provided to you by the ZoE community team for temporary use should any such property be lost, stolen or destroyed;
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xii.	We provide temporary storage of mail and packages as a courtesy only. Storage is on a short-term basis and at conditions reasonably appropriate based solely on labeling visible on the exterior of each package. We assume no responsibility or liability for the condition, handling, or delivery of any mail or packages, including those delivered without an authorized ZoE employee’s signature acknowledging receipt;
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xiii.	you may not make any structural or nonstructural alterations or installations (including, but not limited to, wall attachments, furniture, IT equipment, and/or glass paneling) in the Laboratory Space or elsewhere in the Premises without prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations, and we shall deduct any such costs not otherwise paid by you from the Security Deposit. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of your community team for more information;
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xiv.	you and your Members’ computers, tablets, mobile devices and other electronic equipment must be (a) kept up-to-date with the latest software updates provided by the software vendor and (b) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
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xv.	you consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of ZoE, alongside those of other member companies, on a public-facing “Membership” display on our website, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.
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xvi.	we may disclose information about you or your Members as necessary to satisfy any applicable law, rule regulation, legal process or government request or as we otherwise deem necessary to the protection of us, other Member companies or other members;
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xvii.	you and your Members will abide by other rules and regulations as determine by us and communicated to you, including by email. We may add, delete, or amend the rules and regulations at our reasonable discretion and with notice to you, provided that neither the enforcement of such rules nor the additions, deletions or amendments of such rules shall be discriminatory – that is such rules or additions will similarly apply to all other Members and Members with Laboratory Space in the Premises receiving similar services;
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xviii.	all guests must be registered before entering the Premises.
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b.	No Member will:
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i.	perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other member companies, or our or their employees, guests or property, including without limitation the Laboratory Space or the Premises;
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ii.	use, possess or sell intoxicants or illegal drugs on the Premises; engage in harassment or discrimination of any kind on the Premises;
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iii.	use the Services, the Premises, the Laboratory Space, or the Network Connection to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner; all Members shall act in a respectful manner towards other member companies and our and their employees and guests;
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Portal Membership Agreement (GA, June2025)	9
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iv.	misrepresent himself or herself to the ZoE community, either in person or on the ZoE Member Network;
v.	take, copy or use any information or intellectual property belonging to other member companies or their members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
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vi.	take, copy or use for any purpose the name “ZoE” or any of our other business names, trademarks, service marks, logos, trade dress, marketing material, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, or engage in any conduct that is likely to cause confusion between ZoE and yourself, without our prior consent, and this provision will survive termination of this Agreement, provided that during the term of this Agreement you will be able to use “ZoE” in plain text to accurately identify an address or office location;
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vii.	film within any Premises, including within the Laboratory Space, without completing all required paperwork and receiving express written consent from ZoE;
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viii.	use the Laboratory Space in a retail, medical, or other capacity involving frequent visits by members of the public, as a residential or living space, or for any exclusively non-business purpose;
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ix.	sell, manufacture or distribute any controlled substance, including alcoholic beverages, from the Laboratory Space, or obtain a license for such sale, manufacture, importation, or distribution using the Laboratory Space or the address of the Main Premises;
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x.	use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
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xi.	store significant amounts of currency or other valuable goods or commodities in the Laboratory Space that are not commonly kept in commercial offices; in the event that you do so, we will not be liable for any such loss;
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xii.	make any copies of any keys, keycards or other means of entry to the Laboratory Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;
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xiii.	install any locks to access the Laboratory Space or anywhere within the Premises, unless authorized by us in advance;
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xiv.	allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies;
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xv.	operate any equipment within the Premises that has a higher heat output or electrical consumption than in a typical laboratory environment, or places excessive strain on our electrical, IT, HVAC or structural systems, with such determination to be made in our sole discretion, without our prior approval; or
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xvi.	bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials into the Laboratory Space or the Premises.
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xvii.	use the Premises for any use other than general office, research, development and laboratory use and other ancillary uses related to the foregoing (all in proportions consistent with the design of the base building).
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xviii.	use the Premises for a vivarium or fore the manufacturing of biotechnology or pharmaceutical products.
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xix.	Attach or affix any items to the walls or make any alterations to the Laboratory Space, or install antennas or telecommunication lines or devices in the Laboratory space or the Premises or bring any additional furniture into Laboratory Space or Premises, in each case without prior written consent.
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You are responsible for ensuring your Members comply with all Rules, The Portal Code of Conduct (Exhibit B), the Portal Community Standards (Exhibit C), and with all rules, policies and/or procedures that are specific to a Premises used by you, and agree that in the event of any penalty or fine resulting from the breach of any such rules, policies and/or procedures, you will be responsible for paying such penalty or fine.

Portal Membership Agreement (GA, June2025)	10

7.	ADDITIONAL AGREEMENTS
a.	Information Technology. In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, a Member may request that we troubleshoot problems a Member may have with respect to printing, accessing the network connection or other issues. If we provide such services, we will not be responsible for any damage to your equipment.
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b.	Network Connection. ZoE provides shared Internet access to Members via a wireless network connection. Wired network connections, enhanced-speed wireless, or private wireless networks are available for an additional monthly fee. Additional IT services will be added by an amendment to this Agreement. For those Members wishing to implement a private wired network, ZoE may allow you to install a firewall device for your exclusive access and use, subject to ZoE IT approval, and you will be responsible for removal of the same. Your use of the share internet or wired network connections shall be in accordance with this Agreement and the Internet Terms of Service, available at www.portalinnovations.com/internet_TOS. Prior to any such installation or removal, you shall coordinate with the ZoE IT team to discuss the actual setup, appropriate time, manner and means for such installation or removal and any additional fees that may result from the request. To the extent that we incur any costs in connection with such installation or removal, which are not otherwise paid by you, we shall deduct such costs from the Security Deposit. You shall also be responsible for any monthly fees incurred relating to your private, secured wired network
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c.	Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “ZoE Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, or person, except to the extent caused by the gross negligence, willful misconduct or fraud of the ZoE Parties.
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d.	Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the ZoE Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the ZoE Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against any of the ZoE Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. Notwithstanding anything contained in this Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any of the ZoE Parties other than the ZoE Party you are directly contracting with hereunder and the assets of such entity for any amounts due or for the performance of any obligations in connection with this Agreement.
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e.	Indemnification. You will indemnify the ZoE Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by you or your Members or your or their guests, invitees or any of your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the ZoE Parties. You are responsible for the actions of and all damages caused by all persons and pets that you, your Members or your or their guests invite to enter any of the Premises, including but not limited to any vendors hired by you that enter the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the ZoE Parties unless you have first obtained our or the relevant ZoE Party’s written consent. None of the ZoE Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.
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f.	Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, personal property insurance and commercial general liability insurance covering you and your Members for property loss and damage, injury to your Members and your Members’ guests or pets and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to your business. In addition you are responsible for maintaining, at your own expense and at all times during the Term, workers’ compensation insurance providing statutory benefits in accordance with the law and employer’s liability in an amount appropriate to your business. You will ensure that ZoE, Portal Innovations, LLC, and the landlord of the applicable Premises shall each be named as additional insureds on your commercial general liability policy and that all insurance policies shall include a clause stating that the insurer waives all rights of recovery, under subrogation or otherwise, you may have against ZoE and the landlord of the applicable premises. You shall provide proof of insurance upon our request.
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Portal Membership Agreement (GA, June2025)	11
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g.	Pets. Pets are not permitted on the Premises.
h.	Other Members. We do not control and are not responsible for the actions of other Member Companies, Members, or any other third parties. If a dispute arises between Member Companies, members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
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i.	Third Party Services. Services do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Membership, including via the ZoE Services Store, even if they appear on your ZoE invoice. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services. By adding a Member to the Member List, you are thereby authorizing that Member to access and use the ZoE Services Store in accordance with the terms of service available on our website.
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j.	Privacy. We collect, process, transfer and secure personal data about you and your Members pursuant to the terms of our Privacy Policy, which can be found on our website www.portalinnovations.com/privacy-policy, and in accordance with all applicable data protection laws. Note that you are not obligated to provide us with personal information and any information collected by us will be provided by you at your own will and with your explicit consent granted herein by execution of this Agreement. You hereby (i) undertake, where necessary, to obtain consent from such Member to the collection, processing, transferring and securing of data described herein and (ii) confirm that you in fact collect and process such Member’s personal data in accordance with applicable law.
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k.	Ex3 Consulting. Portal Innovations, through its Portal Ex3 program, offers access to individuals and resources to support leadership, strategic direction, and operational excellence. Portal has built a team of experienced executives, researchers, project managers, and domain specialists that can become part of your extended team to advance your programs without having to hire full time employees. Portal Ex3 Terms and Conditions are available at: www.portalinnovations.com/Ex3_TOS.
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l.	New assets. During Commitment Term, new assets may be added to this Agreement through a formal amendment process. All new assets added to this Agreement shall be valued based on their current market prices at the time the amendment is executed.
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8.	ARBITRATION AND CLASS ACTION WAIVER
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a.	Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of Georgia, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
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b.	Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Chicago, Illinois, U.S.A.
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c.	Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.
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Portal Membership Agreement (GA, June2025)	12
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d.	Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
9.	MISCELLANEOUS
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a.	Nature of the Agreement; Relationship of the Parties. Your agreement with us is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the Laboratory Space remains our property and in our possession and control. We are giving you the right to share with us the use of the Laboratory Space so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises, the Laboratory Space or anything contained in or on the Premises or Laboratory Space. This Agreement creates no tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a ﬁduciary or agency relationship, or partnership or joint venture, for any purpose. You acknowledge and agree that you are entering into this Agreement for the purposes of and in the course of your trade, business and/or profession, and not as a consumer. Neither party will in any way misrepresent our relationship. On or before the Start Date you will provide: (1) a Waiver Letter in the form attached hereto as Exhibit A; and (2) a list of Hazardous Substances (as defined below) you use or intend to use at the Premises (certified by you to be true and correct). From time-to-time you will provide an updated list of Hazardous Substances you use or intend to use at the Premises. For purposes of this paragraph, “Hazardous Substances” means pollutants, contaminants, toxic or hazardous wastes, asbestos, polychlorinated biphenyls (“PCBs”), oil or any hazardous, radioactive or toxic substance, material or waste or petroleum derivative, the removal of which is required or the presence or use of which is or becomes restricted, prohibited or penalized by any Environmental Law (hereinafter defined) including without limitation live organisms, viruses and fungi, medical waste and any so-called “biohazard” materials,” and any materials on the right to know list of the Occupational Safety and Health Administration. The term “Hazardous Substance” includes, without limitation, any material or substance which is (i) designated as a “hazardous substance,” “hazardous material,” “oil,” “hazardous waste” or toxic substance under any Environmental Law or (ii) contains any component now or hereafter designated as such. The term “Environmental Law”, shall mean any federal, state or local law, ordinance or other statute, rule or regulation of any local, state or federal governmental or quasi-governmental authority relating to pollution or protection of the environment or health and safety matters, including but not limited to any discharge by you into the air (including outdoor air and indoor air), surface water, sewers, soil or groundwater of any Hazardous Substance whether within or outside the Premises, including, without limitation (a) all requirements pertaining to reporting, licensing, permitting, investigation and/or remediation of emissions, discharges, Releases, or threatened Releases of Hazardous Materials, whether solid, liquid, or gaseous in nature, into the air (including outdoor air and indoor air), surface water, groundwater, or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials; and (b) all requirements pertaining to the health and safety of employees or the public, including those relating to lead paint, radon gas, asbestos, and the storage and disposal of oil and biological, chemical, laboratory, medical, radioactive and hazardous wastes, substances and materials. Environmental Laws include the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC § 9601, et seq., the Hazardous Materials Transportation Authorization Act of 1994, 49 USC § 5101, et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, and Hazardous and Solid Waste Amendments of 1984, 42 USC § 6901, et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC § 1251, et seq., the Clean Air Act of 1966, 42 USC § 7401, et seq., the Toxic Substances Control Act of 1976, 15 USC § 2601, et seq., the Safe Drinking Water Act of 1974, 42 USC §§ 300f through 300j, the Occupational Safety and Health Act of 1970, as amended, 29 USC § 651 et seq., the Oil Pollution Act of 1990, 33 USC § 2701 et seq., the Emergency Planning and Community Right-To-Know Act of 1986, 42 USC § 11001 et seq., the National Environmental Policy Act of 1969, 42 USC § 4321 et seq., the Federal Insecticide, Fungicide and Rodenticide Act of 1947, 7 USC § 136 et seq., and any other state or local law counterparts, as amended. You, at your sole cost and expense, shall comply with (i) all Environmental Laws, and (ii) any rules, requirements and safety procedures of (A) the Georgia EPA, the City of Atlanta, and any other governmental agency with jurisdiction over Hazardous Substances and (B) any insurer of the Building or the Premises with respect to your use, storage and disposal of any Hazardous Substances.
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Portal Membership Agreement (GA, June2025)	13
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b.	Updates to the Agreement. Changes to membership and overage fees, will be governed by Section 4(b) and 4(d) of this Agreement, respectively. We may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of two (2) full calendar months after the date of notice of the update(s). Continued use of the Laboratory Space or Services beyond this time will constitute acceptance of the new terms.
c.	Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
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d.	Subordination. This Agreement is subject and subordinate to our lease with our landlord of the Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.
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e.	Extraordinary Events. ZoE will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond ZoE’s reasonable control, including without limitation (i) any delays or changes in construction of, or ZoE’s ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises.
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f.	Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any provision of this Agreement is prohibited or otherwise limited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
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g.	Confidentiality. The Parties agree that the terms and conditions of this agreement, including but not limited to the fees and any other specific provisions, are confidential. Both Parties agree not to disclose, directly or indirectly, the terms of this agreement to any third party without the prior written consent of the other Party, except as required by law. This confidentiality obligation extends beyond the termination of this agreement.
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h.	Survival. Sections 1, 2(b), 4 (to the extent any payments remain outstanding), 5, 7, 8, and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
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i.	Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details Form, except as otherwise provided in this Agreement. ZoE may send notices to either (or both) the Primary Member or the Authorized Signatory, as ZoE determines in its reasonable discretion. Notices related to the physical Laboratory Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and ZoE should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.
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j.	Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in the Laboratory Space’s time zone.
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k.	No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.
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Portal Membership Agreement (GA, June2025)	14
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l.	Sanctions. You hereby represent and warrant that (i) during the term of this Agreement you and your Members will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations of the European Council, United Kingdom, and EU Member States, and EU’s Dual-use Regulation 428/2009 (collectively, “Trade Control Laws”); (ii) neither you nor any of your Members, subsidiaries or affiliates, nor directors or officers is (a) a citizen or resident of, an entity organized under the laws of, or otherwise located in, a country subject to comprehensive territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”), (b) identified on U.S. Government restricted party lists including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department Directorate of Defense Trade Controls, (c) a listed person or entity on the Consolidated List of persons and entities subject to asset-freezing measures or other sanctions maintained by the European Union, and by the Member States of the European Union, or (d) a person or entity subject to asset-freezing measures or other sanctions maintained by the United Kingdom’s HM Treasury (collectively referred to herein as “Restricted Parties”); (iii) neither you nor any of your Members, subsidiaries and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted Parties or otherwise controlled by Restricted Parties; (iv) less than 10% of your total annual revenues are, and will continue to be for the duration of the Agreement, generated from activities involving, directly or indirectly, one or more of the Sanctioned Countries; and (v) neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by ZoE in connection with this Agreement, that violates applicable Trade Control Laws or causes ZoE to be in violation of Trade Control Laws.
m.	Anti-Money Laundering. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations in accordance with all laws that prohibit commercial or public bribery and money laundering (the “Anti- Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will be derived from legal sources, pursuant to the provisions of Anti- Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti- Money Laundering Laws.
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n.	Anti-Corruption Laws. Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of ZoE for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Laboratory Space. For purposes this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.
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o.	Compliance with Laws. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all applicable laws.
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p.	Brokers. You hereby represent and warrant that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement, except as may be provided for in the ZoE broker referral program. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.
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q.	Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement, and each of which counterparts may be delivered by emailing the other party to this Agreement signed scanned document or electronically signed portable document format (pdf) version of the contract (as applicable). Each party agrees to the execution of this Agreement in this manner, and the parties acknowledge that execution in this manner creates a binding contract between the parties on the Effective Date.
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r.	Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.
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Portal Membership Agreement (GA, June2025)	15
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Exhibit A

Waiver Letter

<Landlord’s address>

Re:	<Describe Lease>

Dear _________,

All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lease.

[Incubator Subtenant] a/an [State/Commonwealth of organization and type of entity] (“Occupant”) hereby (a) waives on behalf of itself and its property insurer(s) (none of which shall ever be assigned any such claim or be entitled thereto due to subrogation or otherwise) any and all rights of recovery, claim, action or cause of action against ______________ and their lenders, agents, officers, servants, partners, shareholders, employees, successors and assigns (collectively, the “Related Parties”) for any loss or damage that may occur to, within and/or on any portion of the building commonly known as 101 Nerem Street NW, Atlanta, GA 30313 or the land on which such building is located, or any personal property of such Occupant therein or thereon which is insured against under any property insurance policy actually being maintained by such Occupant from time to time, even if not required, or which would be insured against under the terms of any insurance policy required to be carried or maintained by such Occupant, whether or not such insurance coverage is actually being maintained, including, in every instance, such loss or damage that may be caused by the negligence of any of the Related Parties, and (b) agrees to cause appropriate clauses to be included in all of its property insurance policies necessary to implement the foregoing.

Very truly yours,

[Incubator Subtenant]

By: ____________

Name:

Hereunto duly authorized

Portal Membership Agreement (GA, June2025)	16

Exhibit B

The Portal Code of Conduct

As a valued member of Portal’s lab and office space, we all have the responsibility to ensure a safe, comfortable, and productive environment for everyone. To achieve this, we ask that everyone abide by the following code of conduct:

1.Safety first: Access cards and access into the lab are given after completion of all necessary training and orientations. Access cards are not transferable. Do not swipe anyone in (including guests) without direct authorization from Portal staff. Any fines resulting from a Member Company’s misuse of the space (e.g., fire department fines) will be charged to the member. It is everyone’s responsibility to stay updated on all policies and safety procedures.

2.Respect others: Be respectful of all member companies and Portal staff, their space, and their work. Treat others how you would like to be treated. Do not engage in discriminatory behavior or language.

3.Keep the space clean and tidy: Please keep your work area clean and tidy, and dispose of any waste properly. Do not leave equipment, materials, or personal items in shared areas. If the rule is violated, a fee will automatically be assessed on your monthly bill.

4.Use equipment properly: Use lab equipment and machinery only if you are trained to do so. Access to cryostorage tanks and LN2 supply tanks is restricted to authorized personnel under Portal’s Cryostorage Policy. Follow all safety guidelines and report any accidents or malfunctions immediately. Storage space is based upon rented assets; please consult the Operations team for additional details. Only reservations made through Co-Works are valid for using conference rooms and equipment.

5.Be mindful of noise levels: Keep noise levels at a minimum, especially during working hours. Be considerate of others who may be working on tasks that require concentration.

6.Communicate effectively: Be clear and concise when communicating with all member companies and Portal staff. Keep in mind that everyone has different schedules and priorities, so be mindful of when and how you communicate.

7.Respect confidentiality: Respect the confidentiality of all member companies and Portal staff’ research and work. Do not share sensitive information without permission.

8.Be punctual: Be on time for scheduled meetings and appointments. If you are running late or need to reschedule, communicate this to all member companies and Portal staff in a timely manner.

9.Use common areas responsibly: Common areas, such as kitchens and conference rooms, should be kept clean and tidy. Do not monopolize these spaces and be mindful of others who may need to use them.

10.Report any issues: If you notice any issues or concerns, such as safety hazards or equipment malfunctions, report them to the appropriate person immediately.

11.Use of Non-rented, Benches, Desks or Portal Assets. Portal Lab and Operations teams perform daily walkthroughs to ensure an organized lab space. If any use of non-rented assets including desks and benches (“encroachment”) is observed, the member company will be given a verbal warning. If the encroachment continues, a fine of $150 a day will be applied to their monthly lease until the non-rented desks/benches are cleared. Notice of the encroachment fine will be emailed to the Member Company. If a Member Company receives five (5) violations, the asset used will be added to the Monthly Fee for the Commitment Term

Failure to comply with the Portal Code of Conduct can result in loss of lab and office privileges, fine(s) and/or termination of membership

By following this code of conduct, we can create a positive and productive shared lab and office space for all members.

Portal Membership Agreement (GA, June2025)	17

Exhibit C

The Portal Community Standards

To ensure a safe, respectful, and productive workplace for everyone, Portal requires all member companies and their employees to adhere to the following standards, both on-site and at any off-site events. Violations may result in disciplinary action, including possible termination of the membership agreement. Some expectations outlined here are also reflected in the terms of the membership agreement.

Members are expected to:

o	Treat all members of the Portal community with professionalism, courtesy, and respect.
o	Communicate openly and constructively, offering feedback and ideas in a respectful manner.
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o	Respect the confidentiality of all proprietary, confidential, and intellectual property belonging to Portal, member companies, and individuals.
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The following actions are prohibited:

o	Engaging in any form of harassment or discrimination.
o	Committing assault or engaging in abusive behavior toward any member, Portal employee, guest, or visitor.
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o	Violating workplace safety policies or applicable laws and regulations.
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o	Using Portal-owned equipment or machinery without prior approval and completion of required training.
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o	Operating Portal equipment while under the influence of alcohol, narcotics, or other impairing substances.
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o	Damaging, defacing, or destroying Portal property.
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o	Engaging in theft of any kind, regardless of value.
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o	Carrying, displaying or using a weapon.
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o	Unauthorized use of open lab space, bench space, office suites, desk space,
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o	Possessing, using, or selling illegal drugs or intoxicants on Portal premises.
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o	Use of unauthorized chemicals or substances on any Portal premise.
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Thank you for helping make Portal a safe, respectful, and exceptional place to work and grow.

Portal Membership Agreement (GA, June2025)	18

ex_884833.htm

Exhibit 10.6

OFFICE LEASE

NOTICE :

The submission of this document for examination does not constitute an option or offer to lease space at the Project. This document shall have no binding effect on the parties unless executed by Landlord and the executed copy is delivered to Tenant.

OFFICE LEASE

This Office Lease (this “Lease”) is made this 15th day of September, 2025 (“Effective Date”) by and between SCOTTSBLUFF DRUGSTORE, LLC, a Colorado limited liability company, LAKE PARK OFFICE, LLC, a Colorado limited liability company, and SUPERIOR INVESTMENTS VII, Inc., a Colorado corporation (collectively, “Landlord”), and GEOVAX, INC., a Georgia corporation (“Tenant”).

WITNESSETH:

1.	BASIC LEASE PROVISIONS:
1.1.	Project Name:	Lake Park Office
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	Address:	1955 Lake Park Drive<br><br> <br>Smyrna, GA 30080
1.2.	Building:	1955, containing approximately 86,583 rentable square feet.
1.3.	Premises: Suite 300 in the Building containing approximately 7,492 rentable square feet (“7,492 Space”), as reflected on the floor plan attached hereto as Schedule 1, which 7,492 is comprised of an area of 5,566 rentable square feet of space (“5,566 Space”), and an area of 1,832 plus 94 rentable square feet of space (“1,926 Space”).
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1.4.	Commencement Date: (i) November 1, 2025.
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1.5.	Rent Commencement Date: The Commencement Date. **** Prior to the Commencement Date, Landlord shall Substantially complete Landlord’s Work described on Schedule 2 attached hereto.
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1.6.	Expiration Date: The last date of the 37^th^ full month following the Commencement Date.
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1.7.	Security Deposit: $19,946.84. (see Paragraph 24)
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1.8.	Base Rent: shall mean Discounted Monthly Base Rent (as shown below) for the first 37 months of the Term which shall be payable as follows:
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MONTHS:	TOTAL<br><br> <br>SQUARE<br><br> <br>FOOTAGE:	RATE:	MONTHLY<br><br> <br>AMOUNT:	DISCOUNTED<br><br> <br>RATE:	DISCOUNTED<br><br> <br>MONTHLY BASE<br><br> <br>RENT:
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11/1/2025 – 11/30/2025	7,492	$0.00*	$0.00*	$0.00*	$0.00*
12/1/2025 – 10/31/2026	7,492	$21.50	$13,423.17	25.7%	$9,973.42
11/1/2026 – 10/31/2027	7,492	$22.15	$13,828.98	25.7%	$10,274.93
11/1/2027 – 10/31/2028	7,492	$22.81	$14,241.04	25.7%	$10,581.10

*Base Rent for the first month following the Rent Commencement Date shall be abated.

In the event that the Rent Commencement Date occurs on a day other than the first day of a month, all rent increases provided above shall occur the first day of the following month and shall continue for the applicable 12 calendar month period.

*Notwithstanding anything to the contrary contained in this Lease, Landlord agrees not to demand or collect from Tenant Monthly Base Rent for the month of November 2025 (the "Abatement Period") (collectively, the "Rent Abatement"). The Rent Abatement afforded by this Section will be of no force or effect if there has occurred, as of the date on which the Rent Abatement would otherwise be due during the Abatement Period, (i) an Event of Default beyond any applicable notice and cure period, or (ii) if Tenant does not occupy the entirety of the Premises, or (iii) an assignment of the Lease has occurred or a sublease of all or any portion of the Premises exists. Except for such Rent Abatement, all of the terms and conditions of this Lease will be applicable during the Abatement Period.

1.9.	Tenant’s Percentage Share: 8.65% (based upon the ratio of the rentable square feet in the Premises to the rentable square feet in Building). Such Percentage Share shall be adjusted in the event that the rentable square footage in the Building is increased or decreased.
1.10.	Operating Expense Rent: Tenant’s Percentage Share of Operating Expenses. Operating Expense Rent is payable monthly and is due from and after January 1, 2027. (see Paragraph 5).
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1.11.	Permitted Use: For general office purposes and for no other use.
1.12.	Trade Name: N/A.
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1.13.	Parking Spaces: 4 unreserved parking spaces per 1,000 square feet of rentable space in the Premises. All parking for Tenant and its employees, suppliers, customers and guests shall be on a first come, first served basis. (see Paragraph 7)
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1.14.	Guarantor(s): N/A.
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1.15.	Address For Payment of Rent and Notices:
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Landlord:	Tenant:
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Rent checks are made payable to:
Lake Park Office, LLC c/o PMRG
2300 Lake Park Drive, Suite 100
Smyrna, GA 30080
Attn: Property Management
Phone: (678) 556-9711
Fax: (678) 427-2098
Notices to Landlord to be sent to:	Notices to Tenant to be sent to:
Lake Park Office, LLC	GeoVax, Inc.
371 Centennial Parkway, Suite 200	1955 Lake Park Drive, Suite 300
Louisville, CO 80027	Smyrna, GA 30080
Attention: Asset Management	Attn: CFO
1.16.	Broker: Landlord’s broker is Lincoln Property Company and Tenant’s broker is Brooks Morris withCRESA (the “Brokers”). (see Paragraph 41)
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1.17.	Renewal Option: Tenant shall have one five-year (“Option Period”) option (“Option”) to renew the Lease at 95% of the fair market rental value of the Premises as reasonably determined by Landlord in its sole discretion at the commencement date of any such Option Period. Notice of the exercise of an Option to renew shall be given to Landlord in writing no later than 270 days prior to the end of the then-expiring lease term (“Exercise Notice”). Tenant must include in the Exercise Notice Tenant’s election to lease the full 7,492 Space and pay full Rent for the full 7,492 rentable square foot space or to only lease only 5,566 Space and Landlord will demise such 5,566 rentable square foot space. In determining the fair market rental value for any Option Period, Landlord will not consider the highest and best use for the Premises, or the Building where the Premises are located or the underlying land, but will consider only the then prevailing rent for premises comparable in size and use to the Premises, located in buildings comparable in size and use to, and in the general vicinity of, the Building leased on terms comparable to the terms contained in this Lease.
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2.	DEFINITIONS: Unless the context otherwise specifies or requires, the following terms shall have the meanings set forth below:
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2.1.	Common Areas:**shall mean all areas and facilities outside the Premises and within the exterior boundaries of the Project that are not leased to other tenants and that are provided and designated by Landlord, in its sole discretion from time to time, for the general use and convenience of Tenant and other tenants of the Project and their authorized representatives, employees, invitees and the general public, as more particularly set forth in Paragraph 4**. Common Areas are areas within and outside of the buildings on the Project, such as common entrances and lobbies. Landlord may also, from time to time, designate other areas in the Project as Common Areas, such as pedestrian walkways, patios, landscaped areas, sidewalks, service corridors, elevators, restrooms, stairways, decorative walls, plazas, loading areas, parking areas and roads for the non-exclusive use of Tenant.
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2.2.	Operating Expenses:****shall mean all costs of operating, servicing, managing, repairing and maintaining the Project, the landscaping of Common Areas of the Project and the parking lot or garage used as parking for the Project, if any. All costs of operating, servicing, administering, repairing and maintaining the Project shall be computed in accordance with sound accounting principles applied on a consistent basis, and will include by way of illustration, but not limitation:
a)	all necessary costs of managing, operating, repairing and maintaining the Project, including, without limitation, professional management fees, wages, salaries, fringe benefits, worker’s compensation and disability insurance, and payroll burden for employees on-site utilized in the day to day operation of the Project; architectural and engineering costs, and legal, accounting, inspection and consultation fees incurred in connection with the Project; public liability, flood, property damage and all other insurance premiums and deductibles paid by Landlord with respect to the Project, including any amounts that would be charged as premiums if Landlord self-insures any of the insurance risks; water, sewer, heating, air conditioning, ventilating and all other utility charges serving the Project (other than with respect to utilities separately metered and paid directly by Tenant or other tenants); the cost of contesting the validity or amount of real estate and personal property taxes; janitorial services; access control; window cleaning; elevator maintenance; fire detection and security services; gardening and landscape maintenance; all costs of snow and ice removal; trash, rubbish, garbage and other refuse removal; pest control; painting; facade maintenance; lighting; exterior and partition (demising) wall repairs; roof repairs; maintenance of all steam, water and other water retention and discharging piping, lakes, culverts, fountains, pumps, weirs, lift stations, catch basins and other areas and facilities serving the Project, whether or not on-site; canal embankment and related maintenance; repair and repainting of sidewalks due to settlement and potholes, and general resurfacing, striping and maintenance of parking areas; sanitary control; depreciation of machinery and equipment used in any of such maintenance and repair activities; repair, maintenance and replacement of signage located in the Project; management fees; union increases; road, sidewalk and driveway maintenance; and all other Project maintenance, repairs and insurance;
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b)	the costs (amortized together with a reasonable finance charge) of any capital improvements: (A) reasonably made to the Project by Landlord, or (B) made to the Project by Landlord to comply with any governmental law, ordinance, rule or regulation that was not in force at the Commencement Date;
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c)	the costs of supplies, materials, tools and equipment for repairs and maintenance;
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d)	the cost of maintaining and repairing any solar installation serving the Premises;
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e)	all real and personal property taxes and assessments (whether general or special), sewer rents, rates and charges, transit taxes, taxes based upon the receipt of Rent, and any other federal, state or local government charge, general, special, ordinary or extraordinary (but not including income taxes), which may now or hereafter be levied or assessed against the land upon which the Project stands or the Project for such year, or the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances used in connection with the Project for the operation thereof (the “Taxes”).
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Operating Expenses shall not include:

f)	depreciation on the Project or any Common Areas;
g)	costs of space planning, tenant improvements, marketing expenses, finders’ fees and real estate broker commissions;
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h)	any and all expenses for which Landlord is reimbursed (either by an insurer, condemnor, tenant or other person or entity), but only to the extent of such reimbursement;
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i)	costs in connection with services or benefits of a type that are not standard and are not available to Tenant, but are available to another tenant or occupant;
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j)	mark-ups on electricity and condenser cooling water for heat pumps in excess of Landlord’s costs therefore;
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k)	Landlord’s general overhead and administrative expenses not directly allocable to the operation of the Project;
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l)	Attorneys’ fees and cost related to negotiating or enforcing any tenant lease, or resolving disputes with any lender of Landlord;
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m)	interest on debt or amortization payments on any mortgage/deed of trust, or Rent on any ground lease;
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n)	federal and state taxes on income, death, estate or inheritance; or franchise taxes; and
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o)	the cost of any work performed or services provided by an affiliate of Landlord to the extent that the cost thereof exceeds the market costs of such work or service were they not provided by an affiliate of Landlord.
2.3.	Environmental Law:**shall mean any law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environment including, without limitation, CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980), RCRA (Resources Conservation and Recovery Act of 1976) and SARA** (Superfund Amendments and Reauthorization Act of 1986).
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2.4.	Hazardous Substance: shall **** mean any substance, material or waste that is or becomes designated, classified or regulated as being “toxic” or “hazardous” or a “pollutant”, or that is or becomes similarly designated, classified or regulated, under any Environmental Law, including asbestos, petroleum and petroleum products, or that becomes hazardous to the health and welfare of any occupant in the Building.
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2.5.	Building Hours: shall mean Monday through Friday from 7:00 a.m. to 6:00 p.m., excluding federal and state legal holidays. Notwithstanding the foregoing, Tenant shall be entitled to access to the Premises 24 hours a day, 7 days a week.
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2.6.	Legal Requirements: shall mean any and all statutes, laws, ordinances, rules and requirements of all municipal, state and federal authorities now in force, or that may hereafter be in force, pertaining to the Premises, the Building and/or the Project occasioned by or affecting the use thereof by Tenant, including, but not limited to, the Americans With Disabilities Act.
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2.7.	Schedules: shall mean the schedules attached hereto and incorporated herein by reference. This Lease contains the following Schedules:
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Schedule 1	Floor Plan of Premises
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Schedule 2	Construction Rider
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Schedule 3	Intentionally Deleted
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Schedule 4	Rules and Regulations
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Schedule 5	Tenant Acceptance Letter
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2.8.	Term: shall mean the initial term of this Lease. The Term shall commence as of the Commencement Date and end as of the Expiration Date unless sooner terminated as provided herein, or extended pursuant to the provisions of this Lease.
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3.	PREMISES:
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3.1.	Lease of Premises: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the Term, the premises described in Paragraph 1 (the “Premises”), subject to the agreements, covenants, conditions and provisions set forth in this Lease, to which Landlord and Tenant hereby mutually agree. Subject to completion of the Landlord’s Work, Tenant hereby agrees to accept the Premises in an “as-is” condition and acknowledges that no representation with respect to the condition of the Premises have been made by Landlord. The parties hereby stipulate to the rentable square feet in the Premises (as shown in Paragraph 1) and both parties waive the right either may have to remeasure the same. Upon occupancy of the Premises by Tenant, Tenant shall promptly execute and deliver to Landlord the Tenant Acceptance Letter attached hereto as Schedule 5. If Landlord is unable to deliver possession of the Premises on the Commencement Date, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be void or voidable, but Tenant shall not be liable for any Rent and the Rent Commencement Date shall be delayed for the same number of days the Commencement Date is delayed, which Commencement Date shall not occur until possession is delivered, at which time the Term shall commence and the Expiration Date shall be extended so as to give effect to the full stated Term. Notwithstanding the foregoing, if possession is not delivered on or before 30 days after the Commencement Date, subject to events of Force Majeure and delays caused by Tenant, Tenant shall give Landlord notice of such failure to deliver, and Landlord shall have 30 days to deliver possession of the Premises. In the event that Landlord fails to deliver possession within such 30 day period, Tenant shall thereafter receive an abatement of Base Rent of one day for each day that possession of the Premises is delayed beyond such later 30 day period.
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3.2.

Project: The Premises are a part of the project (the “Project”) described in Paragraph 1. Landlord may increase, reduce or change the number, dimensions or locations of the walks, buildings, mall areas, parking and other Common Areas and other improvements located in the Project in any manner that Landlord, in its sole discretion, shall deem proper. Landlord further reserves the right to make alterations and/or additions to and to build or cause to be built additional stories on the Building in which the Premises are situated and to add any buildings adjoining the Premises or elsewhere in the Project. Without limiting the generality of the foregoing, Landlord may add additional tenants, offices, retail shops, building and parking facilities anywhere in the Project. Such alterations and/or additions by Landlord shall not materially impair Tenant’s ability to use or occupancy of or reasonable access to the Premises for its Permitted Use. Landlord reserves the right to install, maintain, use, repair and replace pipes, ducts, conduits and wires leading through the Premises and serving other parts of the Building and/or Project in a manner that will not materially impair Tenant’s use and occupancy of the Premises, except temporarily in the case of an emergency. Landlord shall also have the right to increase and expand the size of the Project by adding additional land, buildings and other structures to the Project, provided such expansion does not materially impair Tenant’s ability to use or reasonable access to the Premises for its Permitted Use and Tenant’s Percentage Share is equitably adjusted. Landlord shall have the right to change the Project’s name without notice, to change the Project’s street address upon 90 days’ **** prior notice, to grant to any person or entity the exclusive right to conduct any business or render any service in or to the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose set forth in Paragraph 1, to retain at all times master keys or passkeys to the Premises, and to place such signs, notices or displays as Landlord reasonably deems necessary or desirable upon the roof and exterior of the Building or elsewhere in the Project.

3.3.

Relocation of Tenant: Landlord expressly reserves the right after the execution and during the Term, or any extension or renewal thereof, at its sole cost and expense, to remove Tenant from the Premises and relocate Tenant to some other space of Landlord’s choosing of approximately the same size within the Project, which other space shall be comparable in size, configuration and utility to the Premises and shall be reasonably acceptable to Tenant (“New Premises”). Landlord will, at Landlord’s sole cost and expense, prepare the New Premises to as nearly the same condition as the Premises with such decorations and materials from the existing Premises or other materials, so that the space in which Tenant is relocated is comparable in its interior design and decoration to the Premises from which Tenant is removed; (c) Landlord will pay all actual, documented resonable costs ( the amount of which shall be agreed upon in advance by Landlord and Tenant) that Tenant incurs in effecting such relocation, including, without limitation, costs of licenses, permits, utility deposits, moving costs, installation of telecommunication and computer lines, moving and installation of Tenant’s equipment, trade fixtures, furnishings and personal property and printing costs for new stationary, to the end that Tenant may move into the New Premises without incurring additional costs on account thereof. Landlord will give Tenant not less than sixty (60) days notice of Landlord’s intention to exercise its right under this provision. Tenant, by the execution of this Lease, acknowledges the foregoing right of Landlord, and no rights granted in this Lease to Tenant, including, but not limited to, the right of peaceful and quiet enjoyment, shall be deemed to have been breached or interfered with by reason of Landlord’s exercise of the right of relocation reserved in this Subparagraph. Tenant agrees that Landlord’s exercise of its election to remove and relocate Tenant shall not terminate this Lease or release Tenant, in whole or in part, from Tenant’s obligation to pay Rent and perform the covenants and agreements hereunder for the full Term and any extension or renewal thereof.

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The physical move to the New Premises shall take place during non-business hours, if reasonably possible, or during such other period as shall be mutually agreed upon by Landlord and Tenant. Rent, as defined in Paragraph 5.3 herein, shall abate for any period during which Tenant’s offices must be closed to the public during the actual move of the contents of the Premisess. If the New Premises are smaller or larger than the Premises, Rent for the New Premises shall, from the first day Tenant is open for business in the New Premises, be based on the rentable square feet of floor space contained in the New Premises at the same rate per rentable square foot as is payable under this existing Lease. All other charges and amounts payable by Tenant under the Lease based on size of the Premises shall likewise be based on such revised rentable square foot figure. The parties shall execute an amendment to this Lease describing the relocation of Tenant to the New Premises, a description of the New Premises, and the modifications in Rent, if any, and other changes within thirty (30) days after the date of Tenant’s relocation to the New Premises. The New Premises shall become the Premises under this Lease.

4.	COMMON AREAS:
4.1.	Tenant’s Right to Use Common Areas: Landlord grants Tenant and its authorized representatives and invitees the non-exclusive right to use the Common Areas with others who are entitled to use the Common Areas subject to Landlord’s rights as set forth in this Lease.
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4.2.	Landlord’s Control: Landlord has the right to: (a) establish, revise, update and enforce reasonable rules and regulations applicable to all tenants concerning the maintenance, management, use and operation of the Common Areas, the current rules and regulations are attached to this Lease as Schedule 4; (b) close, if necessary, any of the Common Areas to prevent dedication of any of the Common Areas or the accrual of any rights of any person or of the public to the Common Areas; (c) close temporarily any of the Common Areas for maintenance purposes; (d) select a person, firm or corporation (which may be an entity related to Landlord) to maintain and operate any of the Common Areas; and (e) designate other lands outside the exterior boundaries of the Project to become part of the Common Areas. Notwithstanding the provisions of this Subparagraph, **** in exercising its rights hereunder, Landlord shall provide Tenant with a means of reasonable access to and from the Premises.
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5.	RENT:
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5.1.	Base Rent: Tenant shall pay to Landlord, for the use and occupancy of the Premises at the times and in the manner provided below, Base Rent in the amount specified in Paragraph 1, payable in U.S. funds, in advance, starting on the Rent Commencement Date and on or before the first day of each and every successive calendar month thereafter during the Term (and any extension or renewal thereof) without demand, setoff or deduction.
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5.2.	Operating Expense Rent:
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a)	Calculation: In addition to Base Rent, Tenant shall pay Tenant’s Percentage Share, as specified in Paragraph 1, of the Operating Expenses paid or incurred by Landlord in such year in excess of the Operating Expenses for the Base Year 2026 (“Operating Expense Rent”). Tenant’s Percentage Share of the Operating Expenses is the proportion that the rentable square footage bears to the total rentable square footage of the Building, as determined by Landlord (said Percentage Share shall be adjusted in the event the rentable square footage of the Building or the Project is increased or decreased). If the Project consists of more than one building, Landlord reserves the right to contract for services and/or utilities on a Project-wide basis. In such instance, Tenant’s Percentage Share for such Project-wide services, utilities or other costs shall be calculated based upon the rentable square footage compared to the rentable square footage of the Project (instead of the Building).
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b)	Payment: During December of each calendar year or as soon thereafter as practicable, Landlord shall provide Tenant with a written notice of its estimate (line item and detailed support included) of Operating Expense Rent for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord 1/12th of such estimated amount, provided that if such notice is not given in December, Tenant shall continue to pay on the basis of the prior year’s estimate until the month after such notice is given. If at any time or times it appears to Landlord that the amount payable for Operating Expense Rent for the current calendar year will vary from its estimate by more than 10%, Landlord, by written notice to Tenant, shall revise its estimate for such year, and subsequent payments by Tenant for such year shall be in an amount so that by the end of such year Tenant shall have paid a total sum equal to such revised estimate. Landlord shall indicate in its notice to Tenant the reasons Landlord believes its estimate has changed by more than 10%.
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c)	Statement: Within 180 days after the close of each calendar year or as soon after such 180-day ** period as practicable, Landlord shall deliver to Tenant a statement of amounts of Operating Expense Rent payable under this Lease for such calendar year. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within 30 days** after delivery of the statement. If the total of the estimated monthly installments paid by Tenant during any calendar year exceeds the actual expense amount due from Tenant for such calendar year, and provided Tenant is not in default hereunder, such excess shall, at Landlord’s option, be either credited against payments next due hereunder or refunded by Landlord to Tenant.
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d)	Audit Rights: Tenant has the right, exercisable no more than once each calendar year on reasonable notice and at a time reasonably acceptable to Landlord, to cause an audit to be performed, at Tenant’s sole cost and expense, of Landlord’s operations and/or books and records pertaining to Operating Expense Rent for the preceding calendar year.**In the event Landlord has overstated Operating Expense Rent by more than 5%, and provided Tenant is not in default hereunder, within 30 days after demand therefore by Tenant accompanied by Tenant’s verification of such overcharges and paid invoices, Landlord shall reimburse Tenant for the costs of such audit and verification incurred by Tenant (up to a maximum of $500**) and all overcharges.
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e)	Gross Up: Notwithstanding any provision of Subparagraph 5.2 to the contrary, if the Building (or Project, as applicable) is less than 95% leased and/or occupied during any calendar year, an adjustment shall be made so that Operating Expense Rent shall be computed for such year as though 95% of the Project had been leased and occupied during such year.
f)	Notwithstanding anything contained herein to the contrary, Tenant’s Share of Operating Expenses shall not increase from one (1) calendar year to the next by more than five percent (5%) per calendar year on a cumulative, compounding basis (excluding non-controllable expenses, such as taxes, insurance, utilities, janitorial and snow removal costs which shall not be subject to the cap but shall increase at a rate that such costs actually increase).
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5.3.	Sales Tax; Additional Rent: Only if and to the extent actually charged by any applicable governmental or quasi-governmental authority, Tenant shall pay to Landlord monthly all sales or use taxes or excise taxes imposed or any other charge or payment required hereunder to be made by Tenant to Landlord. All sums of money as shall become due and payable by Tenant to Landlord under this Lease, including, without limitation, sales tax, Operating Expense Rent and parking charges (if any) shall be deemed additional Rent, which Tenant shall be obligated to pay. Landlord shall have the same remedies for default in the payment of additional Rent as are available to Landlord in the case of a default in the payment of Base Rent. All Base Rent, Operating Expense Rent and additional sums payable hereunder are sometimes collectively referred to as “Rent.” All payments from Tenant to Landlord shall be paid in U.S. funds.
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5.4.	Late Fee/Default Interest: Any installment of Rent not paid within 5 days after due and payable shall bear interest at 12% per annum from the date due until paid and shall be subject to a late charge in the amount equal to 10% of the amount due. In the event any check, bank draft or negotiable instrument given for any payment under this Lease shall be dishonored at any time for any reason whatsoever not attributable to Landlord, Landlord shall be entitled, in addition to any other remedy that may be available, to an administrative charge of $100.
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5.5.	Amount Due at Lease Execution: The Base Rent installment due for the first full calendar month after the Rent Commencement Date and any partial month occurring at the beginning of the Term, and the Security Deposit, shall be delivered to Landlord by Tenant with the delivery of this Lease to Landlord for execution.
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5.6.	Proration: If for any reason other than the default of Tenant, this Lease commences on a day other than the first day of a calendar month or terminates on a day other than the last day of a calendar month or year, the amount of Rent payable by Tenant for such partial month or year shall be prorated on a per diem basis, as applicable.
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6.	USE OF PREMISES:
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6.1.	Quiet Enjoyment: Tenant shall, and may peacefully have, hold, and enjoy the Premises, subject to the other terms hereof, and provided that Tenant timely pays the Rent within any applicable notice and grace period, and timely performs all of Tenant’s covenants and agreements herein contained. This covenant and all other covenants of Landlord shall be binding upon Landlord and its successors and/or assigns only with respect to breaches occurring during its or their respective periods of ownership of Landlord’s interest hereunder.
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6.2.	Effect on Insurance: Tenant shall not use any portion of the Premises for purposes other than those specified in Paragraph 1 and no other use shall be made or permitted to be made upon the Premises, nor acts done, that could cause cancellation of any insurance policies covering the Project. If Landlord’s insurance premiums increase due to Tenant’s activity, Landlord may elect to charge Tenant directly for such additional cost as additional Rent hereunder and Tenant shall pay Landlord for the same within 10 days after written demand thereof.
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6.3.	Miscellaneous Restrictions: Tenant shall not use the Premises for, or permit in the Premises, any offensive, noisy, or dangerous trade, business, manufacture or occupation or interfere with the business of any other tenant in the Project. Tenant shall not cause, permit or suffer any waste or damage, disfigurement or injury to the Premises or the fixtures or equipment thereof or to the Building or the Common Areas. Tenant shall not use the Premises for washing clothes or cooking (except for a small kitchenette customarily located in an office) and nothing shall be prepared, manufactured or mixed in the Premises that might emit any offensive odor, exhaust or gas into the Project. Tenant shall not obstruct the Common Areas in the Project or use the same for business operations or advertising. Tenant shall not use the Premises for any purpose that would create unreasonable elevator loads, cause structural loads to be exceeded or adversely affect the mechanical, electrical, plumbing or other base building systems. Tenant shall at all times comply with the rules and regulations of the Project attached hereto as Schedule 4 and with such additional rules and regulations as may be commercially reasonably adopted by Landlord from time to time.
6.4.	Prohibited Uses: In addition, and not by way of limitation of the restrictions on use set forth herein, Tenant shall not use or permit the use of the Premises in any manner, nor shall Tenant keep the Premises in such a condition, that violates any Legal Requirements (as defined in Paragraph 2) now in effect or hereafter promulgated regulating the use, condition or occupancy of the Premises, and Tenant, at its sole expense, shall promptly comply with all such applicable Legal Requirements and Tenant shall indemnify and hold Landlord harmless from any failure to materially comply with any Legal Requirements and from all fines, suits, proceedings, claims, demands or actions of any kind arising out of or in connection with the occupancy or use of the Premises by Tenant. Tenant shall not use or permit any part of the Premises to be used for any unlawful purpose or for any purpose not approved by Landlord. Tenant shall not use or permit the use of the Premises in any manner that may create waste or a nuisance or that may interfere with, annoy, or disturb Landlord or any tenant or occupant of the Building or Project.
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6.5.	Temporary Closure: Notwithstanding anything contained in this Lease to the contrary, should Landlord determine in its reasonable discretion that an emergency exists that threatens the Building or Project or any of the tenants or persons therein, or any of their property (e.g., an impending flood, a bomb threat to the Building and/or Project), including but not limited to emergencies caused by persons or natural conditions outside of Landlord’s control, Landlord shall have the right to close the Building and/or the Project and require all tenants, including Tenant, to evacuate the Building until such emergency ceases to exist. Such closure shall not affect Base Rent, any other Rent or the Term (or any extension or renewal thereof).
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7.	PARKING: Subject to the rules and regulations of the Project, Tenant shall be entitled to the number of unreserved Parking Spaces (if any) set forth in Paragraph 1. Tenant and its authorized representatives shall park their cars only in areas specifically designated for that purpose by Landlord. Within 5 days after written request by Landlord or any parking space operator, Tenant shall furnish to Landlord the license numbers assigned to its cars and the cars of all of its authorized representatives. If Tenant or its authorized representatives fails to park their cars in the designated parking areas, Landlord may charge Tenant as and for liquidated damages of $30 per each day or partial day for each car parked in area other than those designated. Tenant shall not park or permit the parking of any vehicles adjacent to loading areas so as to interfere in any way with the use of such areas. Only automobiles and pickup trucks shall be permitted in the parking areas. Landlord shall have the right, in Landlord’s sole discretion, to designate parking spaces for the exclusive use of a particular tenant or particular tenants. Landlord shall have the right to institute reasonable procedures and/or methods to enforce the terms of this Paragraph, including but not limited to, a card access system, the hiring of parking attendants or a management company.
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8.	SIGNAGE: Landlord, at Tenant’s sole cost and expense, shall provide and install all letters or numerals beside the main entrance doors to the Premises. All such letters and numerals shall be in the form specified by Landlord, and no other shall be used or permitted on the Premises. Tenant shall properly maintain such signage at its sole costs and expense. Landlord shall include Tenant’s name in the Building lobby, and the elevator lobby of Tenant’s main reception floor. Tenant shall not place any signs within the Premises that are visible from the outside of the Premises without Landlord’s prior written approval.
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9.	ASSIGNMENT AND SUBLETTING:

9.1 Prohibition: Except as expressly provided herein, Tenant shall not assign or hypothecate this Lease, or sublet all or any portion of the Premises (each, a Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, provided Tenant is not in default under this Lease at the time of such request. The parties agree that it shall be reasonable for Landlord to withhold consent if Landlord is not satisfied with the financial condition, identity, reputation or business character of the proposed assignee or sublessee or if Landlord or its agents have shown any space in the Project to, or attempted to negotiate lease terms with, such proposed assignee or sublessee regarding other available space in the Project within the preceding 6 months of the proposed assignment or subletting. Any change in the majority ownership, interest or control of Tenant, if Tenant is a corporation, partnership, limited liability company or other similar entity, shall not be deemed an assignment for purposes of this Paragraph 9; provided however, Tenant shall promptly give Landlord notice of such change in the majority ownership, interest or control of Tenant. Notwithstanding any consent by Landlord, Tenant and Guarantor(s), if any, shall remain jointly and severally liable (along with each approved assignee and sublessee, which shall automatically become liable) for all obligations of Tenant hereunder with respect to that portion of the Premises so transferred, and Landlord shall be permitted to enforce the provisions of this Lease directly against Tenant, Guarantor, if applicable, or any assignee or sublessee without proceeding in any way against any other party. In the event of an assignment, contemporaneously with the granting of Landlord’s consent, Tenant shall cause the assignee to expressly assume in writing and agree to perform all of the covenants, duties and obligations of Tenant hereunder and such assignee shall be jointly and severally liable therefor along with Tenant. No usage of the Premises different from the usage provided for in Paragraph 1 shall be permitted, and all other terms and provisions of this Lease shall continue to apply after such assignment or sublease. Notwithstanding anything to the contrary in this Section, Tenant may, without obtaining Landlord's advance consent, complete a Transfer to a Permitted Transferee (defined below) subject to the following conditions: (A) the proposed use of the Premises shall be permitted under Tenant’s permitted use set forth in Paragraph 1.11, above; (B) Tenant is not released from its obligations hereunder as a result of the Transfer, and (C) not less than 30 days prior to the effective date of the Transfer, Tenant provides Landlord with documentation that the proposed Transferee has a net worth that is equal to or greater than the net worth of the Tenant as of the date of this Lease, along with such other evidence as Landlord may reasonably require to establish that such transaction complies with the provisions of this Paragraph (each, a “Permitted Transfer”). "Permitted Transferee" means: (i) any subsidiary or affiliate in which Tenant owns a substantial interest; (ii) any parent of Tenant; (iii) any subsidiary or affiliate in which Tenant's parent owns a substantial interest; or (iv) any corporation or entity into which Tenant may be merged or consolidated or which purchases all or substantially all of the assets or stock of Tenant.

9.2.	Consent Process: With the exception of a Permitted Transfer, if Tenant requests Landlord’s consent to an assignment of this Lease or subletting of all or part of the Premises, Landlord may, at its option: (i) approve such sublease or assignment (but no approval of an assignment or sublease shall relieve Tenant of any liability hereunder); (ii) negotiate directly with the proposed subtenant or assignee and, in the event Landlord is able to reach agreement with such proposed subtenant or assignee, upon execution of a lease with such subtenant or assignee, terminate this Lease (in part or in whole, as appropriate) upon 30 days’ notice to Tenant thereby releasing Tenant from any further liability hereunder from and after the date of the Transfer; or (iii) recapture the Premises or applicable portion thereof from Tenant and terminate this Lease (in part or in whole, as appropriate) upon 30 days’ notice in which case Landlord shall be permitted to lease the Premises to any third party thereby releasing Tenant from any further liability hereunder from and after the date of the Transfer. If Landlord should fail to notify Tenant in writing of its decision within a 30-day period after Landlord is notified in writing of the proposed assignment or sublease, Landlord shall be deemed to have refused to consent to such assignment or subleasing, and to have elected to keep this Lease in full force and effect. In addition, in the event Tenant requests Landlord’s consent to any assignment of this Lease or subletting, simultaneously with such request, Tenant shall pay to Landlord a processing fee in the amount of $500.
9.3.	No Profit: All cash or other consideration received by Tenant as the proceeds of any assignment or sublease of Tenant’s interest in this Lease and/or the Premises, whether consented to by Landlord or not, shall be paid to Landlord, notwithstanding the fact that such proceeds may exceed the Rent due hereunder, unless Landlord agrees to the contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. This covenant and assignment shall benefit Landlord and its successors in ownership of the Building and shall bind Tenant and Tenant’s heirs, executors, administrators, personal representatives, successors and assigns. Any assignee, sublessee or purchaser of Tenant’s interest in this Lease, by occupying the Premises and/or assuming Tenant’s obligations hereunder, shall be deemed to have assumed liability to Landlord for all amounts paid to persons other than Landlord in consideration of any such sale, assignment or subletting, in violation of the provisions hereof.
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10.	ORDINANCES AND STATUTES: At Tenant’s sole cost, Tenant shall comply with all Legal Requirements. The commencement or pendency of any state or federal court abatement proceeding affecting the use of the Premises shall, at the option of Landlord, be deemed a breach hereof.
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11.	MAINTENANCE, REPAIRS, ALTERATIONS:
11.2.	Tenant’s/Landlord’s Obligations: Landlord represents and warrants to Tenant at as of the Commencement Date, the electrical (including but not limited to all general-purpose lighting, emergency lighting, and outlets), HVAC (i.e., heating, ventilation and air conditioning), plumbing systems (including hot water heaters) and improvements, and all other systems and equipment (including but not limited to sprinkler systems, pedestrian doors and exterior windows) existing in or serving the Premises shall be in good working order and condition. Except for the completion of the Landlord’s Work and as herein provided, Tenant hereby agrees to accept the Premises in its “AS IS” condition without any representation or warranty of any kind. Except as otherwise provided herein, Tenant shall, at its own expense and at all times, maintain the Premises in good and safe condition and shall surrender the same, at termination hereof, in as good condition as received, normal wear and tear excepted. Tenant, at Tenant’s expense, shall be responsible for all maintenance and repairs necessary or required in the Premises, except any electrical wiring, plumbing and HVAC installations and any other Building systems or Building equipment located in the Premises, or in or on the roof, exterior walls, structural foundations, parking areas and other Common Areas, which shall be maintained and repaired by Landlord and included in Operating Expenses. Notwithstanding the foregoing, Tenant shall be responsible for maintaining and repairing any electrical wiring, telecommunications or computer cabling, plumbing fixtures or the like exclusively serving the Premises. Tenant shall inspect the Premises prior to the Commencment Date and give Landlord written notice of any repair required by Landlord, and Landlord shall proceed with due diligence to make such repair, provided however, any such repairs shall not delay the Commencment Date.
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11.3.	Limitations: Tenant may not make any improvements or alterations to the Premises without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant may make any improvements or alterations to the Premises if they are nonstructural, do not affect any Building system, cost less than $25,000, cannot be seen from the exterior of the Premises, and otherwise comply with all Legal Requirements and the provisions of this Subparagraph. Prior to the commencement of any repair, improvement, or alteration, Tenant shall give Landlord at least 10 business days’ **** written notice in order that Landlord may post appropriate notices to avoid any liability for liens. All repairs, improvements or alterations shall be made by a licensed and insured contractor consented to by Landlord and performed in a good and workmanlike manner. All materials used shall be of a quality comparable to or better than those in the Premises and shall be in accordance with plans and specifications approved by Landlord.
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11.4.	Liens: Tenant shall pay all costs of construction done by it or caused to be done by it on the Premises as permitted by this Lease. Tenant shall keep the Project free and clear of all construction, mechanics’, materialmens’, laborers’ and suppliers’ liens, resulting from construction done by or for Tenant. The interest of Landlord in the Premises and the Project shall not be subject to liens for improvements made by Tenant. Upon Landlord’s request, Tenant shall provide lien waivers in such form and content as Landlord may require. Any lien filed by any contractor, materialman, laborer or supplier performing work for Tenant shall attach only to Tenant’s interest in the Premises. Tenant shall indemnify, defend and hold harmless Landlord from and against any and all costs and liabilities (including attorneys’ fees and expenses) and any and all construction, mechanics’, materialmens’, laborers’ or suppliers’ liens arising out of or pertaining to any improvements or construction done by Tenant or at Tenant’s request. All persons and entities contracting or otherwise dealing with Tenant relative to the Premises or the Project are hereby placed on notice of the provisions of this Paragraph, and Tenant shall further notify in writing such persons or entities of the provisions of this Paragraph prior to commencement of any Tenant work in the Premises. If any construction, mechanic’s, materialmens’, laborers’ or suppliers’ lien is ever claimed, fixed or asserted against the Premises or any other portion of the Project in connection with any such Tenant work, Tenant shall, within 15 days after receipt by Tenant of notice of such lien, discharge same as a lien either by payment or by posting of any bond as permitted by law. If Tenant shall fail to discharge any such lien, whether valid or not, within 15 days after receipt of notice from Landlord, Landlord shall have the right, but not the obligation, to discharge such lien on behalf of Tenant and all costs and expenses incurred by Landlord associated with the discharge of the lien, including, without limitation, attorneys’ fees, shall constitute additional Rent hereunder and shall be immediately due and payable by Tenant.
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11.5.	Surrender of Premises: On the last day of the Term (as it may have been extended or renewed) or on any sooner termination, Tenant shall surrender the Premises to Landlord in the same condition as when received, ordinary wear and tear excepted, and clear and free of debris. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant’s trade fixtures, furnishings and equipment.
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12.	ENTRY AND INSPECTION: With no less than twenty-four (24) hours’ notice, which may be sent by email, to Tenant during normal business hours, except in the case of emergencies where notice and time restrictions shall not be imposed, Tenant shall permit Landlord or Landlord’s agents to enter upon the Premises at reasonable times upon verbal notice for the purpose of inspecting the same, performing any repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, irrespective of whether the work is for the Premises or for other premises or facilities, and showing the Premises to potential and existing mortgagees and purchasers. Notwithstanding the foregoing, Landlord is not required to give notice to Tenant if Landlord must enter the Premises because of an emergency or for the provision of janitorial services. Tenant shall permit Landlord at any time within 120 days prior to the expiration of this Lease, to place upon the Premises any usual “To Let” or “For Lease” signs, and upon notice as provided herein, permit potential tenants to inspect the Premises.
13.	INDEMNIFICATION:
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13.1.	Indemnification by Tenant: Tenant agrees to and shall indemnify, defend and hold Landlord harmless from and against any and all claims, demands, losses, damages, costs and expenses (including attorneys’ fees and expenses) or death of or injury to any person or damage to any property whatsoever arising out of Tenant’s negligent acts or omissions, or relating to Tenant’s breach or default under this Lease, including, but not limited to, Tenant’s breach of Paragraph 14 or Tenant’s use or occupancy of the Premises or caused by Tenant or its principals, members, directors, agents, employees or invitees, unless proximately caused by the gross negligence or willful misconduct of Landlord or Landlord’s failure to make repairs required to be made pursuant to other provisions of this Lease. Landlord shall not be liable to Tenant for any damage by or from any act or negligence of any co-tenant or other occupant of the Project or by any owner or occupant of adjoining or contiguous property. Tenant shall pay for all damage to the Project, as well as all damage to tenants or occupants thereof, caused by misuse or neglect of the Premises, its apparatus or appurtenances or the Common Areas, the Building or the Project, by Tenant or Tenant’s employees, agents and invitees. The provisions of this Subparagraph shall survive the termination of this Lease.
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13.2.	Indemnification by Landlord. Subject to Subparagraph 13.1, Landlord agrees to and shall indemnify, defend and hold Tenant harmless from and against any and all claims, demands, losses, damages, costs and expenses (including attorneys’ fees and expenses) or death of or injury to any person or damage to any property whatsoever relating to Landlord’s breach or default under this Lease or arising out of the grossly negligent acts or willful misconduction of Landlord, its employees, agents, or invitees, unless caused by the negligence of Tenant. The provisions of this Subparagraph shall survive the termination of this Lease.
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13.3.	Release. Tenant and Guarantor (if any), for themselves and their respective heirs, legal representatives, successors and assigns, do hereby fully and forever release, remise, acquit and discharge the Landlord, and all its property management agent(s), and their respective partners, managers, members, officers, directors, employees, agents, attorneys, affiliates, subsidiaries, parents, heirs, legal representatives, successors and assigns, and each of them (“Landlord’s Related Parties”), of and from any and all claims, demands, debts, liabilities, bonds, notes, guaranties, controversies, actions, causes of action, suits, damages (including direct, special, consequential, remote, foreseeable, unforeseeable, and punitive damages), and other responsibilities of any nature or kind whatsoever, at law, in equity, or otherwise, liquidated or unliquidated, known or unknown, sounding in tort, in contract, or under any other legal theory, or arising under statute or under any other law or regulation, and whether contingent or matured (specifically excluding damages and liabilities allegedly arising as a result of the released parties’ own gross negligence or intentional misfeasance) that the releasing parties, or any of them, now have or has or could have against or involving the released parties, or any of them, heretofore having arisen, or arising hereafter, out of or in any way in connection with any act or omission or alleged act or omission of any of the released parties in connection with this Lease, the termination of this Lease, publication of any information relating to any dispute with Tenant (if any), threats of legal action to obtain possession of the Premises or otherwise, and the negotiation and execution of this Lease. The provisions of this Paragraph 13.2 shall survive the termination of this Lease.
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14.	TENANT’S INSURANCE: At all times during the Term (and any extension or renewal thereof), Tenant shall, at its sole expense, procure and maintain the following types of insurance coverage:
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14.1.	Commercial General Liability: Commercial general liability insurance, including bodily injury and property damage liability, products and completed operations, personal and advertising injury liability, and fire damage liability against any and all damages and liability, including attorneys’ fees and expenses, on account of or arising out of injuries to or the death of any person or damage to property, however occasioned, in, on or about the Premises in amounts not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, and $1,000,000 fire damage liability, or such higher amounts as Landlord or the mortgagee of Landlord may reasonably require from time to time;
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14.2.	Personal Property: Insurance on all risks basis covering 100% of the replacement cost value of property at the Premises including, without limitation, leasehold improvements, trade fixtures, merchandise, furnishings, equipment, goods and inventory;
14.3.	Commercial Automobile Liability insurance covering all owned, leased and non-owned vehicles used in connection with the Premises with limits of $1,000,000 Combined Single Limit;
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14.4.	Business Income: (a) Business Interruption insurance for a period of not less than 12 months from the date of fire or casualty; and (b) loss of rents insurance to cover rental loss of Landlord for a period of not less than 12 months from the date of fire or casualty, naming Landlord as loss payee;
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14.5.	Employer’s Liability/Workers’ Compensation: If and to the extent required by applicable law, employer’s liability insurance with limits not less than $1,000,000, and workers’ compensation insurance providing statutory state benefits for all persons employed by Tenant in connection with the Premises. Tenant’s policy shall include a waiver of subrogation in favor of Landlord;
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14.6.	Sprinkler Leakage: Insurance covering damage from leakage of sprinkler systems now or hereafter installed in the Premises in an amount not less than the current replacement cost covering Tenant’s merchandise, Tenant’s improvements and Tenant’s trade fixtures; and
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14.7.	Excess/Umbrella Liability: Commercial Umbrella/Excess Liability Insurance for bodily injury and property damage liability in excess of Tenant’s primary Employer’s Liability, Commercial General Liability and Commercial Automobile Liability with limits of at least $4,000,000.
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14.8.	Other Insurance: Such other insurance and in such amounts as may be reasonably required by Landlord against other insurable hazards as at the time are commonly insured against by prudent owners of comparable office projects in the area in which the Project is located.
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14.9.	Form of Insurance/Companies: All insurance provided for in Paragraph 14 hereof shall be carried with insurance companies that are licensed or authorized to do business in the State in which the Project is located, are in good standing with the department of insurance in the State in which the Project is located and have a current rating issued by A.M. Best Company of not less than A-:VII, and/or whose claim paying ability is rated no lower than A by Standard & Poor’s Ratings Service and A2 by Moody’s Investors Service. Insurance coverage shall be written as primary policy coverage and not contributing with or excess of any coverage that Landlord may carry, and Landlord, Landlord’s mortgagee, and Landlord’s managing agent shall be named as “additional insureds” with respect to commercial general liability and automobile liability, including any umbrella or excess policies. Tenant shall furnish Landlord at the inception of this Lease (i) a certificate of insurance evidencing that all such insurance is in effect and that Landlord shall be given at least 30 days prior written notice of cancellation or non-renewal, and (ii) proof that premiums have been paid by Tenant. Not later than 15 days prior to the expiration of any insurance policy, evidence of renewals or replacements of such policy shall be delivered to Landlord, together with proof of payment of the associated premiums. In the event Tenant shall fail to procure any contract of insurance required under the terms hereof or any renewal of or replacement for any contract of insurance that is expiring or has been canceled, Landlord may, but shall not be obligated to, procure such insurance on behalf of Tenant and the cost thereof shall be payable to Landlord as additional Rent within 10 days following written demand therefore.
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15.	LANDLORD’S INSURANCE:
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15.1.	All Risk: Landlord (or its principals naming Landlord as an additional insured) shall, as part of the Operating Expenses, maintain fire and extended coverage insurance on the Project and the Premises (which may include vandalism and malicious mischief coverage) and such endorsements as Landlord may require or is otherwise reasonably consistent with other similarly situated buildings) in an amount not less than the full replacement value thereof (which may be exclusive of foundations), or in such amounts as any mortgagee of Landlord shall require, with such deductibles as shall be determined by Landlord from time to time. Landlord (or its principals naming Landlord as an additional insured) reserves the right to self-insure the Project so long as a financial institution such as an insurance company, bank, savings and loan association, or pension fund having a net worth of at least $100 million owns an interest in the Project of 50% or more. Landlord (or its principals naming Landlord as an additional insured) also reserves the right to provide the insurance required hereunder as part of a blanket policy. All expenses for insurance obtained by Landlord in connection with the Project shall be passed through to the tenants of the Project, including Tenant, as part of the Operating Expenses, and payments for losses thereunder shall be made solely to Landlord or any mortgagee of Landlord as their interests shall appear. In the event of self-insurance, the premium cost equivalency of such policy or policies shall be a part of the Operating Expenses. In the event of blanket insurance, Landlord shall reasonably allocate the portion of the blanket premium to the Operating Expenses for the Project.
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15.2.	Liability: Landlord shall, as part of the Operating Expenses, maintain a policy or policies of commercial general liability insurance with respect to the Common Areas and the activities thereon in such amounts as Landlord or any mortgagee of Landlord may require. In the event of self-insurance (as referenced in Subparagraph 15.1), the premium cost equivalency of such policy or policies shall be part of the Operating Expenses.
15.3.	Other: Landlord may purchase insurance for windstorm, flood, plate glass, sign, automobile, sinkhole, business income, Rent loss, liquor liability, terrorism, earthquake and such other insurance that Landlord or any mortgagee of Landlord may require in their sole discretion and with such deductibles as Landlord may desire. The costs of all such insurance shall be part of the Operating Expenses. Landlord may hereafter raise or lower such coverage in such amounts as may from time to time be prudent to Landlord within its sole discretion or as Landlord’s mortgagee may require.
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16.	SUBROGATION: Tenant shall obtain from its respective insurers under all policies of insurance maintained by Tenant at any time during the Term, a waiver of subrogation, in favor of Landlord.
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17.	UTILITIES AND SERVICES:
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17.1.	Standards: Landlord shall furnish (as part of Operating Expenses) heating, ventilation, air conditioning, electricity for normal lighting and office machines, cold water for reasonable and normal drinking and lavatory use, and janitorial services for Common Areas. Said services and utilities shall be provided during Building Hours, except for janitorial service to the Common Areas, which shall only be provided Monday through Friday excepting holidays. Utilities and services required at other times shall be subject to a charge of $40 per hour or fraction thereof as such sum may be reasonably increased by Landlord from time to time upon written notice to Tenant.
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17.2.	Temporary Interruption: Landlord reserves the right, without any liability to Tenant and without affecting Tenant’s covenants and obligations hereunder, to stop or interrupt or reduce any of the services listed in Paragraph 17 or to stop or interrupt or reduce any other services, required of Landlord under this Lease, whenever and for so long as may be necessary by reason of (i) accidents, emergencies, strikes or the occurrence of any of the other events of force majeure, (ii) the making of repairs or changes that Landlord is required by law, or is permitted by this Lease, to make or in good faith deems necessary, (iii) difficulty or excessive expense in securing proper supplies of fuel, steam, water, electricity, or similar commodities, (iv) any other cause beyond Landlord’s reasonable control, whether similar or dissimilar to the foregoing. Landlord does not warrant that the services provided for in this Lease will be free from interruption or stoppage resulting from the above causes, and specifically no reduction, interruption or stoppage of any such services for any reason, shall ever be construed as an eviction of Tenant nor shall the same cause any abatement of the Rent payable hereunder or in any manner, or for any purpose, relieve Tenant from any of Tenant’s obligations hereunder, and in any event, Landlord shall not be liable for any loss, cost or damage, direct or consequential, of any nature arising in connection with interruption or stoppage of any of such services or for any damage to persons or property resulting therefrom; provided, however, Landlord shall use reasonable diligence to resume the service or to cause the same to be resumed. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant’s business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in Paragraph 17. Notwithstanding anything herein to the contrary, if there is any failure or interruption of any utility or services listed in Paragraph 17 due to the gross negligece of Landlord and not as a result of force majeure, which prevents Tenant from carrying on its business in the Premises for a period of seventy-two (72) consecutive hours Tenant shall receive an equitable abatement of Base Rent from and after such 72-hour period until such failure or interruption is cured. No failure or interruption of any utility or service shall entitle Tenant to terminate this Lease or discontinue paying Base Rent.
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17.3.	Security: Landlord shall have no obligation to provide any security whatsoever for the Building, the Premises, the Project and/or Tenant’s business therein. Tenant hereby acknowledges and agrees that Tenant shall provide and be solely responsible for Tenant’s own security, at Tenant’s sole cost and expense, as may be required for the operation of Tenant’s business within the Premises, and Landlord shall have no liability to any tenant, including Tenant and its employees, agents or invitees for losses due to theft or burglary, or for damages done by unauthorized persons in the Premises, the Building, any parking facility, or the Project or for any injury, trauma or other harm to any person, and neither shall Landlord be required to insure against any such losses. Tenant shall be responsible for all repairs and replacements of damage and/or destruction of the Premises necessitated by burglary or attempted burglary, or any other illegal or forcible entry into the Premises. Notwithstanding the foregoing, Tenant acknowledges and agrees Landlord may, but shall not be required to, adopt and provide security services for the Project from time to time. Tenant shall cooperate fully in any efforts of Landlord to maintain security in the Project and shall follow all rules and regulations promulgated by Landlord with respect thereto. However, any security services that are voluntarily undertaken by Landlord may be changed or discontinued from time to time in Landlord’s sole and absolute discretion, without liability to any tenant, including Tenant and its employees, agents or invitees. Tenant and any of its employees, agents or invitees waive any claims it or they may have against Landlord arising out of any security services provided by Landlord, or the inadequacy or absence thereof, specifically including Landlord’s negligence with respect to providing, or the failure to provide, such services.
18.	CONDEMNATION: If the whole or substantially the whole of the Building or Premises should be taken for any public or quasi-public use, by right of eminent domain or otherwise or should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical possession of the Building and/or Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building, Premises or Project is thus taken or sold, Landlord (whether or not the Premises are affected thereby) may, at its option, terminate this Lease by giving written notice thereof to Tenant; in which event this Lease shall terminate as of the date when physical possession of such portion of the Building, the Premises or the Project is taken by condemning authority. If this Lease is not terminated upon any such taking or sale, and if the Premises are affected, the Base Rent payable hereunder shall be diminished by an equitable amount, and Landlord shall, to the extent Landlord deems feasible, restore the Building and, if affected, the Premises to substantially their former condition, but constructed by Landlord pursuant to Schedule 2. Landlord in any event shall not be required to spend for such work an amount in excess of the amount received by Landlord as compensation for such taking. All amounts awarded upon a taking of any part or all of the Project, Building, or Premises shall belong to Landlord, provided that Tenant shall not be entitled to and expressly waives all claim to any such compensation. All sums that may be payable on account of any condemnation shall belong solely to Landlord, and Tenant shall not be entitled to any part thereof, provided however, that Tenant shall be entitled to retain any amount awarded to it for its trade fixtures or moving expenses. Nothing herein shall limit the Tenant’s ability to make an independent claim for damages or awards provided it does not reduce any amounts payable to Landlord.
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19.	TRADE FIXTURES: Any and all improvements made to the Premises during the Term (and any extension or renewal thereof) shall, unless Landlord requests their removal, belong to Landlord without compensation, allowance or credit to Tenant, except movable trade fixtures of Tenant that can be removed without defacing the Premises or any portion of the Building or Project. Tenant shall be directly responsible for taxes upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant other than the initial improvements to be installed at Landlord’s expense regardless of whether title to such improvements is in Tenant or Landlord.
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20.	DESTRUCTION OF PREMISES:
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20.1.	Termination or Repair: If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord if Landlord does not otherwise have actual knowledge thereof. Landlord shall provide Tenant with notice after such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises. In case the Building or the Project shall be so damaged that substantial alteration or reconstruction of the Building or the Project shall, in Landlord’s sole opinion, be required (whether or not the Premises shall have been damaged by such casualty), or in the event any mortgagee of Landlord’s interest in the Building or the Project should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt, or in the event of any material uninsured loss to the Building or the Project, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within 90 days after the date of such casualty. If Landlord does not elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building and any work constructed by Landlord pursuant to Section 1.4; except that Landlord’s obligation to restore shall not require Landlord to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the casualty. Notwithstanding anything to the contrary contained in this Paragraph, Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damage resulting from any casualty occurs during the last 12 months of the Term (or any extension or renewal thereof).
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20.2.	Abatement of Rent: Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such casualty damage or the repair thereof; except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Premises are unfit for occupancy. If the Premises or any other portion of the Building or Project is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant’s agents, contractors, employees, or invitees, the Rent hereunder shall not be diminished during the repair of such damage, and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Building or Project caused thereby to the extent such cost and expense is not covered by insurance proceeds.
20.3.	Last Year of Term: If any material damage or destruction occurs to the Premises (or the Building materially impairing use of the Premises) during the last year of the Term (or any extension or renewal thereof), Tenant may terminate this Lease upon written notice to Landlord within 30 days after the occurrence of the damage or destruction.
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21.	HAZARDOUS SUBSTANCES:
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21.1.	Tenant’s Responsibilities: At its own expense, Tenant shall procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for Tenant’s use of the Premises. Tenant shall not cause or permit any Hazardous Substance to be brought upon, kept or used in or about the Project by Tenant, its agents, employees, contractors or invitees without the prior written consent of Landlord except for the routine office cleaning supplies that may be deemed Hazardous Substances provided such Hazardous Substances are stored, used and removed in compliance with all Legal Requirements and Environmental Laws. Tenant shall cause any and all Hazardous Substances brought upon the Project by Tenant, its agents, employees, contractors or invitees, to be removed from the Project and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such materials and wastes. Tenant shall, in all respects, handle, treat, deal with and manage any and all Hazardous Substances in, on, under or about the Premises in total conformity with all applicable Environmental Laws and prudent industry practices regarding management of such Hazardous Substances. Upon expiration or earlier termination of the Term (or any extension or renewal thereof), Tenant shall cause all Hazardous Substances placed on, under or about the Premises by Tenant (or its agents, employees, contractors or invitees) or at Tenant’s direction to be removed and transported for use, storage or disposal in accordance and compliance with all applicable Environmental Laws. Tenant shall not take any remedial action in response to the presence of any Hazardous Substances in or about the Premises or the Project, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Substances in any way connected with the Premises without first notifying Landlord of Tenant’s intention to do so and affording Landlord ample opportunity to appear, intervene or otherwise appropriately assert and protect Landlord’s interests with respect thereto.
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21.2.	Indemnification: If the Premises or the Project become contaminated in any manner for which Tenant is legally liable or otherwise become affected by any release or discharge of a Hazardous Substance, Tenant shall immediately notify Landlord of the release or discharge of the Hazardous Substance, and Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, a decrease in value of the Project or the Premises, damages caused by loss or restriction of rentable or usable space, or any damages caused by adverse impact on marketing of the space, and any and all sums paid for settlement of claims, attorneys’ fees and expenses, consultant fees and expert fees) arising during or after the Term (and any extension or renewal thereof) and arising as a result of such contamination, release or discharge. This indemnification includes, without limitation, any and all costs incurred because of any investigation of the site or any cleanup, removal or restoration mandated by federal, state or local agency or political subdivision. This Subparagraph **** shall survive termination of this Lease.
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21.3.	Landlord represents and warrants, to the best of its knowledge that the Premises do not contain Hazardous Substances. In the event that Hazardous Substances are discovered in the Premises or the Project that are determined to have been existing prior to the Effective Date or to have been released by Landlord, Landlord shall be responsible for the cost of the remediation of the same. Landlord shall notify Tenant and shall promptly undertake the investigation and remediation of such Hazardous Substances and Landlord shall indemnify, defend and hold harmless Tenant from and against any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses and all sums paid for settlement of claims, attorneys’ fees and expenses, consultant fees and expert fees) arising during or after the Term and arising as a result of such contamination, release or discharge on the Project.. This Subparagraph 21.3 shall survive termination of this Lease.
22.	EVENTS OF DEFAULT: If one or more of the following events (“Event of Default”) occurs, such occurrence constitutes a breach of this Lease by Tenant:
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22.1.	Abandonment/Vacation: Tenant abandons or vacates the Premises or removes furniture, fixtures or personal property, except in the normal course of business; or
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22.2.	Rent: Tenant fails to pay any monthly Base Rent, Operating Expense Rent, or additional Rent, if applicable, as and when the same becomes due and payable, and such failure continues for more than 5 days; or
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22.3.	Other Sums: Tenant fails to pay any other sum or charge payable by Tenant hereunder as and when the same becomes due and payable, and such failure continues for more than 15 days after Landlord gives written notice thereof to Tenant; or
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22.4.	Other Provisions: Tenant fails to perform or observe any other agreement, covenant, condition or provision of this Lease to be performed or observed by Tenant as and when performance or observance is due (or immediately if the failure involves a hazardous condition), and such failure continues for more than 30 days after Landlord gives written notice thereof to Tenant, or if the default does not involve a hazardous condition and cannot be reasonably cured within said 15-day period and Tenant fails promptly to commence with due diligence and dispatch the curing of such default within said 15-day period or, having so commenced, thereafter fails to prosecute or complete with due diligence and dispatch the curing of such default; or
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22.5.	Insolvency: Tenant or Guarantor (if any): (a) files or consents by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy or liquidation, or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (b) makes an assignment for the benefit of its creditors; (c) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property; or (d) takes action for the purpose of any of the foregoing; provided, however, if such filing or petition is involuntary, Tenant shall have 60 days after the institution of such proceedings.to have such filings or petitions dismissed; and in the case of Guarantor a replacement for Guarantor acceptable to Landlord is not provided within 30 days after the filing or occurrence of any matters in Subsections (a) - (d) of this Subparagraph; or
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22.6.	Receiver: A court or governmental authority of competent jurisdiction, without consent by Tenant or Guarantor, as applicable, enters an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Tenant or Guarantor, if any, or with respect to any substantial power of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Tenant, or if any such petition is filed against Tenant or Guarantor and such receivership or petition is not dismissed within 60 days; **** or
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22.7.	Attachments: This Lease or any estate of Tenant hereunder is levied upon under any attachment or execution and such attachment or execution is not vacated within 60 days; or
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22.8.	Assignment/Sublease: Tenant assigns this Lease or subleases all or any portion of the Premises without Landlord’s prior written consent except for a Permitted Transfer.
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23.	REMEDIES UPON DEFAULT:
23.1.	Termination: In the event of any Event of Default by Tenant, Landlord may, at its option, terminate this Lease and repossess the Premises pursuant to the laws of the State in which the Project is located and recover from Tenant as damages:
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a)	the unpaid Rent (including, but not limited to Base Rent and Operating Expense Rent) and other amounts due at the time of termination plus interest thereon at the maximum lawful rate per annum from the due date until paid;
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b)	the present value of the balance of the Rent for the remainder of the Term (and any extension or renewal thereof) after termination less the present value of the fair market value rental of the Premises for said period (both determined by applying a discount rate of the Wall Street Journal Prime Rate); and
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c)	any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or that in the ordinary course of things would be likely to result therefrom, including, without limitation, the cost of recovering the Premises.
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23.2.	Landlord’s Options: In the event of any breach of this Lease by Tenant, Landlord may, in the alternative, (i) continue this Lease in effect, as long as Landlord does not terminate Tenant’s right to possession, and Landlord may enforce all its rights and remedies under this Lease, including the right to recover the Rent as it becomes due; or (ii) terminate Tenant’s right of possession (but not this Lease) and repossess the Premises pursuant to the laws of the State in which the Project is located in which event Landlord may, but shall be under no obligation (except to the extent required by the laws of the State in which the Project is located), relet the Premises for the account of Tenant for such rent and upon such terms as shall be satisfactory to Landlord; and (iii) exercise any and all other rights and remedies available to Landlord at law or in equity. In the event that Landlord elects to relet: (i) Landlord is hereby authorized by Tenant to decorate or to make reasonable repairs, changes, alterations or additions in or to the Premises that may be reasonable necessary to relet the Premises, at Tenant’s expense, (ii) Tenant shall be responsible for Rent for the period that the Premises are vacant and for all costs of re-letting, including, without limitation, brokerage commissions and attorneys’ fees, and (iii) Tenant shall be liable for any deficiency of such rental below the total Rent and all other payments herein provided for the unexpired balance of the Term (or any extension or renewal thereof) with rents collected from any such reletting shall be applied the same first to the payment of the repairs, alterations, additions, expenses of re-entry, attorney’s fees, court costs, collection services, and leasing commissions and second to the payment of Base Rent and Operating Expenses and Taxes herein provided to be paid by Tenant, and any excess or residue shall operate only as an offsetting credit against the amount of Base Rent and Operating Expenses as the same thereafter becomes due and payable hereunder.
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24.	SECURITY DEPOSIT: The Security Deposit set forth in Paragraph 1, if any, shall secure the performance of Tenant’s obligations hereunder. Landlord may, but shall not be obligated to, apply all or portions of the Security Deposit on account of Tenant’s obligations hereunder. In the event that Landlord applies all or a portion of the Security Deposit to Tenant’s obligations hereunder, Tenant shall be obligated, within 10 days after receipt of notice from Landlord, to deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full amount stated in Paragraph 1 above. Failure to deposit such cash shall be a default under this Lease. Provided Tenant is not in default, any balance remaining upon termination shall be returned to Tenant within 60 days after termination of this Lease or surrender and acceptance of the Premises by Landlord, whichever occurs last. Tenant shall not have the right to apply the Security Deposit in payment of the last month’s Rent. No interest shall be paid by Landlord on the Security Deposit. In the event of a sale of the Project, Landlord shall have the right to transfer the Security Deposit to the purchaser; upon such transfer Landlord shall have no further liability with respect thereto, and Tenant shall look solely to such purchaser for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit in a segregated account, and the Security Deposit may be commingled with other funds of Landlord.
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Provided no Event of Default by Tenant has occurred during the first twenty-four (24) months of the Term, the amount of the Security Deposit shall be reduced to $9,973.42 and Landlord shall remit the amount of $9,973.42 to Tenant within thirty (30) days following the end of the twenty-fourth (24^th^) month of the Term.

25.	LIEN FOR RENT: Intentionally deleted.

26.	LIMITATION ON LANDLORD’S PERSONAL LIABILITY: Tenant specifically agrees to look solely to Landlord’s interest in the Project for the recovery of any judgment from Landlord, it being agreed that Landlord (and any officers, shareholders, partners, members, managers, directors, employees, affiliates, subsidiaries or parents of Landlord) shall never be personally liable for any such judgment. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Project, Building and/or Premises, and in such event and upon such transfer, Landlord shall be released from any further obligations hereunder, and Tenant shall look solely to such successor in interest of Landlord for the performance of such obligations.
27.	ATTORNEYS’FEES: In the event there is any legal action or proceeding between Landlord and Tenant to enforce any provision of this Lease or to protect or establish any right or remedy of either Landlord or Tenant hereunder, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees, actually incurred by such prevailing party in such action or proceeding and in any appearance in connection therewith, and if such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ fees shall be determined by the court handling the proceeding and shall be included in and as a part of such judgment. In connection with any payment of attorneys’ fees and costs pursuant to this Paragraph, Landlord and Tenant hereby waive any right either may have under O.C.G.A. §13-1-11 respecting the determination of such attorney’s fees and costs.
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28.	WAIVER: No failure of Landlord to enforce any term hereof shall be deemed to be a waiver. The failure of Landlord to insist at any time upon the strict performance of any covenant or agreement contained herein or to exercise any option, right, power, or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. No payment by Tenant or receipt by Landlord of a lesser amount than the applicable Rent payment due under this Lease shall be deemed to be other than on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease.
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29.	SEVERABILITY: If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the Term (and any extension or renewal thereof), then it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of both parties that in lieu of each clause or provision that is illegal, invalid or unenforceable, there shall be added as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.
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30.	NOTICES: All notices or other communications required or permitted hereunder must be in writing, and shall be (i) personally delivered (including by means of professional messenger service), (ii) delivered via electronic mail or transmitted by facsimile (which sender’s facsimile machine indicates has been sent), (iii) sent by overnight courier, with request for next Business Day delivery, or (iv) sent by registered or certified U.S. mail, postage prepaid, return receipt requested, to the addresses set forth in Paragraph 1. Written notices so delivered, transmitted, sent or mailed shall be effective on the earlier of (w) actual delivery, (x) the date of transmission, if by facsimile or email sent on or before 5:00 p.m. local time of the receiver, or the next Business Day if sent after 5:00 p.m. local time of the receiver, (y) the first Business Day following the date of timely deposit with a nationally recognized overnight courier, or (z) the third Business Day following the date of deposit with the United States Post Office or in a regularly maintained receptacle for the deposit of United States Mail. Any refusal to accept delivery of any such communication shall be considered successful delivery thereof on the date of such refusal.
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31.	HOLDING OVER: Any holding over after the expiration or termination of this Lease shall be construed as a month-to-month tenancy at a rental of one and one-half the Base Rent and Operating Expense Rent for the month preceding the month in which the expiration or termination occurred. In the event Tenant shall be or become a holdover tenant, Tenant shall also indemnify Landlord against all claims for damages against Landlord as a result of Tenant’s possession of the Premises, including, without limitation, claims for damages by any tenant to whom Landlord may have leased the Premises, or any portion thereof, for a term commencing after the expiration or termination of this Lease.
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32.	TIME: Time is of the essence with respect to the obligations of any party under this Lease.
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33.	HEIRS, ASSIGNS, SUCCESSORS: This Lease is binding upon and inures to the benefit of the assigns and successors in interest of Landlord and is binding upon and inures to the benefit of Tenant and Tenant’s heirs and successors and, to the extent assignment may be approved by Landlord hereunder, Tenant’s assigns.
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34.

SUBORDINATION: This Lease is and shall always be subject and subordinate to the lien of any mortgages that are now or shall at any future time be placed upon the Project, the Premises or Landlord’s rights hereunder, and to any renewals, extensions, modifications or consolidations of any such mortgage. This clause shall be self-operative and no further instrument of subordination need be required by any mortgagee. In confirmation of such subordination, however, Tenant, at Landlord’s request, within tern (10) days of request, shall execute promptly any appropriate certificate or instrument that Landlord may reasonably request.

35.

ESTOPPEL CERTIFICATE: Tenant shall at any time upon not less than 10 days prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing: (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), the amount of any Security Deposit, and the date to which the Rent and other charges are paid in advance, if any; and (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by a prospective purchaser or encumbrancer of the Premises.

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At Landlord’s option, Tenant’s failure to deliver such statement within such time shall be deemed a material breach of this Lease or shall be conclusive upon Tenant: (i) that this Lease is in full force and effect, without modification, except as may be represented by Landlord; (ii) that there are no uncured defaults in Landlord’s performance; and (iii) that not more than one month’s Rent has been paid in advance.

36.	FINANCIAL STATEMENTS: Tenant shall furnish Landlord, within 10 business days after Landlord’s request therefor, its most recent financial statement of Tenant and any guarantors of this Lease. Unless: (i) Landlord has reason to believe there has been a material reduction in the financial worth of any of such parties; or (ii) requested by any current or proposed lender, investor or purchaser of Landlord or the Building, such financial statement(s) shall not be required to be furnished more than twice each calendar year. If Tenant is a publicly traded company and Tenant’s financial information is publicly available, this provision shall be deemed complied with by Tenant.
37.	REPRESENTATIONS; AUTHORITY:
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37.1.	Tenant: Tenant represents and warrants that: (i) there are no proceedings pending or, to the knowledge of Tenant, threatened before any court or administrative agency that would materially adversely affect the ability of Tenant to enter into this Lease or the validity or enforceability of this Lease; (ii) there is no provision of any existing mortgage, indenture, contract or agreement binding on Tenant that would conflict with or in any way prevent the execution, delivery or performance of the terms of this Lease; (iii) if Tenant is a corporation, limited liability company, partnership or other legal entity, the person executing this Lease on behalf of Tenant represent and warrant that this Lease has been authorized and approved by the appropriate officers, members, managers, partners, beneficiaries, shareholders or other beneficial owner(s) of Tenant as may be required by law; (iv) Tenant is in good standing, and qualified to do business in the state in which the Project is located; (v) Tenant has full right, power and lawful authority to execute, deliver and perform its obligations under this Lease, in the manner and upon the terms contained herein, with no other person needing to join in the execution hereof in order for this Lease to be binding on Tenant; and (vi) the financial information provided by Tenant to Landlord materially and accurately depicts the financial condition of Tenant as of the Effective Date of this Lease.
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37.2.	Landlord: Landlord represents and warrants to Tenant that: (i) Landlord has full right, power and lawful authority to execute, deliver and perform its obligations under this Lease, in the manner and upon the terms contained herein, and to grant the estate herein demised; (ii) there are no proceedings pending or, to the knowledge of Landlord, threatened before any court or administrative agency that would materially adversely affect the ability of Landlord to enter into this Lease or the validity or enforceability of this Lease; (iii) there is no provision of any existing mortgage, indenture, contract or agreement binding on Landlord that would conflict with or in any way prevent the execution, delivery or performance of the terms of this Lease; (iv) if Landlord is a corporation, limited liability company, partnership or other legal entity, the person executing this Lease on behalf of Landlord represents and warrants that this Lease has been authorized and approved by the appropriate officers, members, managers, partners, beneficiaries, shareholders or other beneficial owner(s) of Landlord as may be required by law; and (v) Landlord is in good standing, and qualified to do business in the state in which the Project is located.
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38.	JOINT AND SEVERAL LIABILITY: In the event that more than one person or entity executes this Lease as Tenant, all such persons and entities shall be jointly and severally liable for all of Tenant’s obligations hereunder.
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39.	FORCE MAJEURE: Landlord shall be excused for the period of any delay in the performance of any obligations hereunder when prevented from doing so by cause or causes beyond Landlord’s control, which shall include, without limitation, all labor disputes, civil commotion, civil disorder, riot, civil disturbance, war, war-like operations, invasion, terrorism, rebellion, hostilities, military or usurped power, sabotage, governmental regulations, orders, moratoriums or controls, fire or other casualty, inability to obtain any material, services or financing or Acts of God.
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40.	RECORDING: Tenant shall not record this Lease, or any memorandum or short form thereof, without the prior written consent and joinder of Landlord, which consent Landlord may withhold or condition in its sole discretion.
41.	BROKERS: Landlord and Tenant each represent and warrant one to the other that except for the Brokers set forth in Paragraph 1, neither of them has employed any broker in connection with the negotiations of the terms of this Lease or the execution thereof. Landlord and Tenant hereby agree to indemnify and to hold each other harmless against any loss, expense or liability with respect to any claims for commissions, finder’s fees or brokerage fees arising from or out of any breach of the foregoing representation and warranty. Landlord shall be responsible for paying any commission due to the Brokers in connection with this transaction pursuant to a separate written agreement between them.
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42.	ENTIRE AGREEMENT: This Lease, together with any and all exhibits, Schedules and addendums attached hereto, constitutes the entire agreement between the parties and may be modified only by a writing signed by both parties.
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43.	GOVERNING LAW: This Lease shall be construed in accordance with the laws of the State in which the Project is located.
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44.	EFFECT OF DELIVERY OF THIS LEASE: LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO TENANT FOR TENANT’S REVIEW ONLY, AND THE DELIVERY HEREOF DOES NOT CONSTITUTE AN OFFER TO TENANT OR OPTION TO LEASE. THIS LEASE SHALL NOT BE EFFECTIVE UNTIL A FULLY EXECUTED COPY OF THIS LEASE HAS BEEN DELIVERED TO BOTH LANDLORD AND TENANT.
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45.	WAIVER OF THE RIGHT TO TRIAL BY JURY: LANDLORD AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY HEREINAFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS LEASE OR THE LEASED PREMISES WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.
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46.	BANKRUPTCY: Landlord and Tenant understand that, notwithstanding certain provisions to the contrary contained herein, a trustee or debtor in possession under the bankruptcy code may have certain rights to assume or assign this Lease. Landlord and Tenant further understand that, in any event, Landlord is entitled under the bankruptcy code to adequate assurances of future performance of the provisions of this Lease. The parties agree that, with respect to any such assumption or assignment, the term “adequate assurance” shall include at least the following:
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a)	In order to assure Landlord that the proposed assignees will have the resources with which to pay all Base Rent, Operating Expense Rent, additional Rent or other sum payable by Tenant pursuant to the provisions of this Lease, any proposed assignee must have, as demonstrated to Landlord’s satisfaction, a net worth (as defined in accordance with generally accepted accounting principles consistently applied) of not less than the net worth of Tenant or any guarantor (whichever is greater) on the date this Lease became effective, increased by 7%, compounded annually, for each year from the Commencement Date through the date of the proposed assignment. It is understood and agreed that the financial condition and resources of Tenant were a material inducement to Landlord in entering into this Lease.
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b)	Any proposed assignee must have been engaged in the conduct of business for the 5 years prior to any such proposed assignment, which business does not violate the Permitted Use, and such proposed assignee shall continue to engage in the Permitted Use and shall not cause Landlord to be in violation or breach of any provision in any other lease, financing agreement, operating agreement or other agreement relating to the Project. It is understood and agreed that Landlord’s asset will be substantially impaired if the trustee in bankruptcy or any assignee of this Lease makes any use of the Premises other than the Permitted Use.
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c)	Any proposed assignee of this Lease must assume and agree to be personally bound by the provisions of this Lease.
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47.	SURVIVAL: Anything contained in this Lease to the contrary notwithstanding, the expiration or termination of the Term (or any extension or renewal thereof), whether by lapse of time or otherwise, shall not relieve Tenant from Tenant’s obligations accruing prior to the expiration or termination of the Term (and any extension or renewal thereof), all of which shall survive the same, whether or not same is expressly stated in the particular paragraph of this Lease, including, without limitation, Tenant’s obligations with respect to: (i) the payment of Rent, (ii) any provisions of this Lease with respect to indemnities of Landlord made by Tenant; and (iii) the removal of all property of Tenant required to be removed hereunder and the repair of all damage to the Premises caused by such removal at the expiration or termination of this Lease to the extent required hereunder.
48.	COUNTERPARTS: This Lease may be executed in any number of counterparts, which when taken together shall constitute one complete document.
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49.	TELECOM: Tenant understands and agrees that Landlord expressly reserves the right to grant or deny access (to the Building or any portion thereof, including without limitation, any tenant’s premises) to any telecommunications service provider whatsoever, and that Tenant shall not have the right to demand or require Landlord to grant such access to any such telecommunications service provider. Further, Tenant expressly understands and agrees that notwithstanding anything to the contrary contained herein, Tenant shall not have the right to use the risers, raceways, conduits, or mechanical rooms in the Building for telecom purposes without Landlord’s express written consent, which consent Landlord may withhold or condition in its sole discretion.
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50.	CONFIDENTIALITY: Tenant agrees, on behalf of Tenant, Guarantor (if any) and Tenant’s employees, agents, contractors, consultants, partners, affiliates, assignees and subtenants, not to disclose the terms of this Lease or the results of any audit of Landlord’s books and records under this Lease to any third party except (i) legal counsel to Tenant, (ii) any assignee of Tenant’s interest in this Lease or any subtenant of Tenant relative to the Premises (or any portion thereof), (iii) as required by applicable law or by subpoena or other similar legal process, or (iv) for financial reporting purposes. Tenant further acknowledges and agrees that any breach of the foregoing covenants and agreements by either Tenant or Guarantor shall be deemed to be a material default under this Lease and agrees that Landlord would be irreparably damaged and cannot be made whole by monetary damages in the event of any breach by Tenant or Guarantor of these covenants and agreements. Accordingly, in the event of any such breach, Landlord shall be entitled without the requirement of posting a bond or other security, to injunctive relief, specific performance or other remedies to which Landlord would be entitled at law or in equity, including but not limited to, immediately terminating this Lease or Tenant’s right to any of the rental concessions set forth herein, all of which shall be null and void and of no further force or effect. In such event, Tenant shall be required to immediately pay to Landlord, as liquidated damages and not as a penalty, the total sum of any free Rent or Rent reductions, as well as any other amounts then due and owing under this Lease. It is expressly agreed that such payment to which Landlord may be entitled under this provision is a reasonable forecast of just compensation for the harm that would be caused by Tenant’s or Guarantor’s failure to comply with this confidentiality provision and that the harm that would be caused by such breach is one that is incapable or very difficult to accurately estimate.
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51.	DAYS: Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days. The words “business day(s)” mean any day other than Saturday, Sunday or a holiday recognized by the State of Georgia.
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52.	OFAC REPRESENTATION: For purposes hereof, “List” shall mean the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and “OFAC” shall mean the Office of Foreign Assets Control, Department of the Treasury. Each party represents and warrants to the other that (i) each Person owning a 10% or greater interest in such party is (A) not currently identified on the List, and (B) is not a person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States and (ii) each party has implemented procedures, and shall consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. Each party shall comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect and shall use reasonable efforts to notify the other in writing if any of the forgoing representations, warranties or covenants are no longer true or have been breached or if such party has a reasonable basis to believe that they may no longer be true or have been breached. In addition, at the request of a party, the other party shall provide such information as may be reasonably requested by the requesting party to determine the other party’s compliance with the terms hereof.
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53.	USUFRUCT: This Lease grants Tenant the right to possess and enjoy the use of the Premises subject to terms and provisions of this Lease, no estate is conveyed by this Lease, and Tenant only has a usufruct not subject to levy and sale.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Office Lease as of the day and year first above written.

LANDLORD :
SCOTTSBLUFF DRUGSTORE, LLC,<br><br> <br>a Colorado limited liability company<br><br> <br>LAKE PARK OFFICE, LLC,<br><br> <br>a Colorado limited liability company<br><br> <br>SUPERIOR INVESTMENTS VII, INC., ****<br><br> <br>a Colorado corporation
By: Real Capital Solutions, Inc., their Agent
By:
	Brian K. Mistysyn
	Senior Vice President of Asset Management
TENANT
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GEOVAX, INC.,<br><br> <br>a Georgia corporation
By:
Name:
Title:

SCHEDULE 1

FLOOR PLAN OF PREMISES

SCHEDULE 2

CONSTRUCTION RIDER

THIS CONSTRUCTION RIDER (“Construction Rider”) is attached to and made a part of that certain Lease (the “Lease”) by and between SCOTTSBLUFF DRUGSTORE, LLC, a Colorado limited liability company, LAKE PARK OFFICE, LLC, a Colorado limited liability company, and SUPERIOR INVESTMENTS VII, INC., a Colorado corporation (collectively, “Landlord”), and GEOVAX, INC., a Georgia corporation (“Tenant”). All capitalized terms used in this Construction Rider which are defined in the Lease shall have the same respective meanings as given in the Lease.

I.	SCOPE OF WORK; RESPONSIBILITY FOR COSTS:
1.1.	Landlord, through its general contractor, shall furnish and install within the Premises those items of general construction as shown on Schedule 3-1 to this Schedule 3 on the final Working Drawings (as defined in Article II below) approved by Landlord and Tenant (Work), pursuant to Article II below in compliance with all applicable codes and regulations. All Work shall be constructed pursuant to this Construction Rider and shall be performed only by Landlord’s contractor.
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1.2.	Building Standard Improvements: Landlord has selected the building standard improvements (the “Building Standard Improvements”) for the Work.
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1.3.	Over-Standard and Non-Building Standard Improvements: Landlord agrees to furnish and install within the Premises any work in excess of the quantities of the Building Standard Improvements (“Over Standard Improvements”) or any improvements that are not Building Standard Improvements (“Non-Standard Improvements”) as required by Tenant’s approved Space Plan, as hereafter defined. Tenant’s Over Standard Improvements and Non-Standard Improvements are collectively called “Tenant Extra Work.” All costs and expenses of Tenant Extra Work shall be paid by Tenant.
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1.4.	Construction Representatives: Landlord hereby appoints and Tenant hereby approves the following person as Landlord’s representative (“Landlord’s Representative”) to act for Landlord in all matters covered by this Construction Rider. Tenant hereby appoints and Landlord hereby approves the following person as Tenant’s representative (“Tenant’s Representative”) to act for Tenant in all matters covered by this Construction Rider.
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Landlord Representative	Tenant Representative
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All inquiries, requests, instructions, authorizations and other communications with respect to the matters covered by this Construction Rider shall be made to Landlord’s Representative or Tenant’s Representative as the case may be. Authorization made by Tenant’s Representative shall be binding and Tenant shall be responsible for all cost authorized by Tenant’s Representative. Either party may change its representative under this Construction Rider at any time by written notice to the other party.

II.	CONSTRUCTION PLANS FOR PREMISES
2.1.	Construction Plans: All plans and drawings required by this Article II shall be prepared in accordance with this Article II.
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2.2.	Preparation of Space Plans: Tenant shall meet with Landlord’s architect (the “Architect”) in order to prepare preliminary space plans for the Premises. The Architect, in consultation with Landlord’s engineer(s), shall prepare detailed space plans sufficient to convey the architectural design of the Premises as shown on Schedule 3-1 (the “Space Plan”). The Space Plan shall be approved and signed by Tenant and forwarded to Landlord for reasonable approval. If Landlord shall disapprove of any portion of the Space Plan, Landlord shall advise Tenant in writing of such disapproval and the reasons. Tenant shall then submit to Landlord for Landlord’s reasonable approval, a redesign of the Space Plan, incorporating those revisions required by Landlord. The cost and expenses associated with the Space Plan above and beyond the first revision of the Space Plan shall be paid out of the Allowance as defined in Section 3.1 below.
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2.3.	Preparation of Working Drawings: Based on the approved Space Plan, Tenant shall cause the Architect, in consultation with Landlord’s engineer(s), to prepare complete architectural, electrical, mechanical, plumbing, life safety and structural drawings and specifications, (including all finishes) desired by Tenant, and any internal or external communications or special utility facilities which will require conduit or other improvements within common areas (collectively, the “Working Drawings”). The Working Drawings shall be approved in the same manner as provided in Section 2.2 above for approval of the Space Plan.
2.4.	Requirements of Tenant’s Working Drawings: Tenant’s Working Drawings shall:
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(i)	be compatible with the Building shell, and with the design, construction and equipment of the Building;
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(ii)	comply with all applicable laws and ordinances, and the rules and regulations of all governmental authorities having jurisdiction;
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iii)	comply with all applicable insurance regulations for a fire resistant Class A building; and
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(iv)	include locations of all improvements including complete dimensions.
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Landlord’s contractor in cooperation with the Architect shall be responsible for filing, monitoring and obtaining the permits.

2.5.	Changes to the Working Drawings: With respect to any changes after Landlord approval of the Working Drawings, Tenant shall be responsible for all costs relating thereto, which shall include, without limitation, all architectural and engineering re-design fees and expenses, contractor’s fees, cost of materials no longer usable, costs of new labor and materials, costs resulting from any delays or schedule acceleration costs to avoid delays incurred by Landlord as a result of such changes, and a construction management fee of 5% of the cost of the changes. In the event that Landlord must perform Tenant’s Changes (as defined below) or any other changes required by any governmental entity or authority having jurisdiction thereof, or complete any Punch List Items (as defined in Article VIII below) in, or repair any latent material defects in the Premises and/or the Building pursuant to the provisions of the Lease Landlord shall deliver to Tenant (a) written notice of the estimated cost of such additional work, as reasonably determined by Landlord, its architects, engineers and contractors, and (b) a modified or revised construction schedule setting forth the revised completion dates and deadlines therefor, if any.
2.6.	Critical Delivery Items: Tenant shall at its expense prepare and deliver to Landlord no later than the date for the initial delivery of the Space Plan detailed information with respect to the following items (“Critical Delivery Items”), together with Tenant’s authorization to Landlord to make all necessary purchases, delivery arrangements, etc., relative to such items:
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1.	Special Electrical/Data Processing Requirements -- Raised or Cellular Floors, Elevatoring, Ramping and Flooring-to-Ceiling Interior Glass;
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2.	HVAC Requirements -- Special Ductwork, Ammonia or Other Noxious Substances Exhaust Ductwork;
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3.	Food Service;
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4.	Special Sprinkler Requirements and Sprinkler Head Locations;
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5.	Special Telephone/Communications Requirements;
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6.	Special Plumbing Requirements -- Executive Restrooms, Sinks, Kitchenettes;
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7.	Special Security Requirements -- Stairs, Elevator, Floor Entry;
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8.	Special Life Safety Requirements;
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9.	Pneumatic Tubes and Telelifts;
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10.	Base Building Structure Modifications, Stairwell and Shaft Openings, Additional Floor Loading Requirements, etc.; and
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11.	Any other item similar to the foregoing or otherwise requiring special attention or preparation or involving material with long lead-time for manufacturing and/or delivery.
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III.	ALLOWANCE FOR WORK:
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3.1.	Allowance: Landlord shall provide an allowance (the “Allowance”) not to exceed $10.00 ($74,920) per rentable square foot in the full 7,492 rentable square foot Premises to be used solely as a contribution towards the Cost of the Work as defined in Article V below. All costs over the Allowance will be paid for by Tenant in a form acceptable to Landlord as such additional costs are identified and billed as due and payable. All items of Work, whether the cost is covered by the Allowance or not, shall become the property of Landlord upon expiration or earlier termination of the Lease and shall remain on the Premises at all times during the Term of the Lease. Tenant shall not be entitled to payment or rent reduction for any part of the Allowance not used by Tenant. Any portion of the Allowance not used within one (1) year after the Effective Date shall be forfeited. Tenant shall pay all costs of leasehold improvements in excess of the Allowance and as and when required.
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3.2.	Cost of the Work Estimate and Statement: Prior to the commencement of any Work, Landlord shall submit to Tenant a written estimate of the “Cost of the Work” (as defined in Article V below) for all Work required by the Working Drawings. Thereafter, Tenant shall either approve the estimate or disapprove specific items and submit to Landlord revisions to the Working Drawings which reflect the deletion and/or substitution of such disapproved items. Upon Tenant’s approval of said estimate, such approved estimate will be hereinafter known as the “Cost of the Work Statement”. Upon Tenant’s written approval and receipt of payment of any Cost of the Work above the Allowance, Landlord shall have the right to purchase special installations requiring extended material delivery lead time as set forth on the Working Drawings and to commence the construction of the items included in said Cost of the Work Statement, pursuant to Article IV below. Landlord hereby agrees that the Cost of the Work Statement represents Landlord’s good-faith estimate of the Cost of the Work, Any additional costs as the result of Tenant’s Changes, or Tenant-caused Punch List Items or latent material defects shall be payable out of the Allowance, and any such costs in excess of the Allowance shall be paid by Tenant. Any code compliance costs shall be paid out of the Allowance and reimbursed by Tenant if such costs exceed the allowance.
3.3.	No Obligation of Landlord: Until Tenant approves the estimate in writing and provides payment for costs above the Allowance, Landlord shall be under no obligation to perform the installation of the items of Work or order any of the Critical Delivery Items.
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IV.	CONSTRUCTION OF WORK:<br><br> <br><br><br> <br>Following Tenant’s written approval of the Cost of the Work Statement described in Section 3.2 above, Landlord’s contractor shall commence and diligently proceed with the construction of the Work, subject to delays beyond the reasonable control of Landlord or its contractor. Promptly upon the commencement of the Work, Landlord will furnish Tenant with a construction schedule setting forth the projected completion dates therefor and showing the deadlines for any actions required to be taken by Tenant during such construction, and Landlord may from time to time during the prosecution of the Work modify or amend such schedule due to unforeseeable delays encountered by Landlord. Landlord shall make a reasonable effort to meet such schedule as the same may be modified or amended. Tenant may make changes (“Tenant’s Changes”) in the Work at any time, provided, however, Tenant shall be responsible for all costs relating to any changes after Landlord approval of the Working Drawings as set forth in Section 2.5 above and for any delays attributable to such changes (“Tenant Delays”).
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V.	COST OF THE WORK:“Cost of the Work” means: (i) all architectural and engineering fees incurred in connection with the preparation of the Space Plan and Working Drawings; (ii) governmental agency plan check, permit and other fees (including any charges required by any governmental entity or authority having jurisdiction thereof); (iii) sales and use taxes on materials used in Work; (iv) insurance fees associated with the construction of the Work; (v) testing and inspecting costs; (vi) the actual costs and charges for material and labor, contractor’s profit and contractor’s general overhead incurred by Landlord in having the Work done; (vii) Landlord’s construction management fee of 5% of the Cost of the Work; and (viii) all other costs to be expended by Landlord in the construction of the Work, including those costs incurred by Landlord for construction of elements of the Work in the Premises, which construction was performed by Landlord prior to the execution of this Lease by Landlord and Tenant (i.e., during or after the construction of the Building shell) and which construction is for the benefit of tenants and is performed by Landlord prior to the execution of leases for such space in the Building for reasons of economics. Examples of such construction could include without limitation the extension of mechanical (including heating, ventilating and air conditioning systems) and electrical distribution systems outside of the core of the Building, wall construction, column enclosures and painting outside of the core of the Building, ceiling hanger wires and window treatments.
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VI.	INTENTIONALLY DELETED.
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VII.	INTENTIONALLY DELETED.
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VIII.

CERTAIN PROVISIONS RELATING TO CONSTRUCTION: Upon delivery to Landlord of written approval of the Cost of the Work and the payment of costs above the Allowance, Landlord will then prepare the Premises in accordance with the Working Drawings. Any code compliance costs shall be paid out of the Allowance and reimbursed by Tenant if such costs exceed the allowance. For additional costs incurred, as applicable, Tenant shall pay to Landlord all amounts due Landlord from Tenant under the terms of this Construction Rider within ten (10) days following delivery of Landlord’s notice therefor, which notices or invoices shall be rendered monthly or at such other intervals as Landlord **** shall determine. Such amounts shall be deemed additional rental payable hereunder for all purposes of this Lease. Construction of the Work will be completed in a good and workmanlike manner, and in accordance with the Space Plan and Working Drawings (as revised, if applicable). Landlord shall promptly notify Tenant in writing of the substantial completion of construction of the Work. “Substantial Completion” means completion of the Work in accordance with the Space Plan and Working Drawings and Legal Requirements except for any Punch List Items that do not materially affect Tenant's ability to occupy and use the Premises for the Permitted Use. Tenant agrees that in the event Tenant shall (i) make any changes in the Working Drawings or work or improvements required thereby (notwithstanding Landlord’s approval of such changes), or (ii) directly or indirectly through any person, firm or corporation employed by Tenant, unreasonably interfere with or delay the work of Landlord’s contractor, or (iii) delay in making payment to Landlord any cost in excess of the Allowance, or (iv) request materials, finishes, or installations which require a longer delivery time or construction period than normal office improvements would require and which were not specified and authorized by Tenant in time to be timely received and installed so as to timely permit subsequent construction, or (v) cause any delay in Landlord’s completion of the Premises through any fault or negligence of Tenant or its agents, thereby delaying Landlord’s tendering of possession of the Premises, or Tenant’s occupancy of the Premises, beyond the date which would have been the Rent Commencement Date of this Lease but for such changes or delays, then Tenant shall commence payment of all rentals provided for herein on the date which would have been the Rent Commencement Date of this Lease, but for such changes or delays, and such date shall be the Rent Commencement Date of this Lease for all purposes. Tenant shall be entitled to enter the Premises from time to time during the course of construction as may be reasonably necessary for Tenant’s space planning or inspection purposes, or for the installation by Tenant of its fixtures or equipment provided (i) Tenant notifies Landlord in advance of such proposed entry and coordinates such entry so as to be accompanied by Landlord or Landlord’s Representative, (ii) Tenant does not hinder or interfere with construction of the Premises or the activities of Landlord’s contractors, and (iii) Tenant takes such reasonable protective precautions or measures for Landlord and/or Tenant as Landlord may reasonably request, given the stage of construction of the Building and/or the Premises at the time of such entry, including (if appropriate) execution of releases from liability for Landlord or Landlord’s contractors from injuries sustained by Tenant in the Building during such entry. At any time after Substantial Completion of the construction of the Premises and prior to Tenant’s installation of its fixtures, equipment and furnishings in the Premises, Tenant may inspect (with Landlord) the Premises and furnish to Landlord a “punch list” of errors (if any) and omissions (if any) in the construction of the Premises that do not materially affect Tenant's ability to occupy and use the Premises for the Permitted Use (“Punch List Items”). Any disputes between Landlord and Tenant concerning any Punch List Item not resolved by Landlord and Tenant shall be decided by the Architect preparing the Working Drawings, and any such decision shall be binding on Landlord and Tenant. Upon receipt of the punch list, Landlord shall promptly correct (or cause the contractor to correct) such errors and omissions. A failure by Tenant to include on the punch list any error or omission reasonably apparent upon reasonable inspection and inquiry shall constitute a waiver and release by Tenant of any claim or cause of action for damages from Landlord resulting from such error or omission. Except for Punch List Items which materially interfere with Tenant’s ability to operate its business on and from the Premises, the existence of the punch list (and completion of the items listed thereon) shall not delay commencement of the Term of this Lease nor affect Tenant’s obligation to occupy the Premises and to pay Rent in accordance with the provisions of this Lease.

SCHEDULE 2-1

Using Building Standard Materials:

●	New Paint through out
●	New Carpet Through out
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●	New millwork in break and bullpen area
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●	Create Cased Opening from bullpen area into the break room
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●	Add ceiling tiles where missing
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SCHEDULE 3

INTENTIONALLY DELETED

SCHEDULE 4

RULES AND REGULATIONS

1.	In the event of any conflict between the terms of these rules and regulations and the express provisions of the Lease, the express, applicable provisions of the Lease shall control. Landlord reserves the right, without the approval of Tenant, to rescind, add to and amend any rules or regulations, to add new reasonable rules or regulations and to waive any rules or regulations with respect to any tenant or tenants. Tenant shall provide a copy of these rules and regulations to each of its employees to facilitate compliance with these standards.
2.	The sidewalks, walks, plaza entries, corridors, ramps, staircases and elevators of the Project shall not be obstructed, and shall not be used by Tenant, or the employees, agents, servants, visitors or invitees of Tenant, for any purpose other than ingress and egress to and from the Premises. No skateboards, roller skates, roller blades or similar items shall be used in or about the Project.
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3.	No freight, furniture or other large or bulky merchandise or equipment of any description shall be received into the Project or carried into the elevators, if any, except in such a manner, during such hours and using such elevators and passageways as may be approved or designated by Landlord, and then only upon having been scheduled in advance. Any hand trucks, carryalls, or similar equipment used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as Landlord shall reasonably require. Although Landlord or its personnel may participate or assist in the supervision of such movement, Tenant assumes financial responsibility for all risks as to damage to articles moved and injury to persons or public engaged or not engaged in such movement, including any equipment, property or personnel of Landlord damaged or injured in connection with carrying out this service for Tenant.
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4.	Landlord shall have the right to prescribe the weight, position and manner of installation of safes or other heavy equipment which shall, if considered necessary by Landlord, be installed in a manner that shall insure satisfactory weight distribution. All damage done to the Project by reason of a safe or any other article of Tenant’s office equipment being on the Premises shall be repaired at the expense of Tenant. The time, routing and manner of moving safes or other heavy equipment shall be subject **** to prior approval by Landlord.
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5.	Only persons authorized by Landlord shall be permitted to furnish newspapers, ice, drinking water, towels, barbering, shoe shining, janitorial services, floor polishing and other similar services and concessions in the Project, and only at hours and under regulations fixed by Landlord.
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6.	Tenant, or the employees, agents, servants, visitors or invitees of Tenant, shall not at any time place, leave or discard any rubbish, paper, articles or object of any kind whatsoever outside the doors of the Premises or in the corridors or passageways of the Project.
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7.	Tenant shall not place, or cause or allow to be placed, any sign, placard, picture, advertisement, notice or lettering whatsoever, in, about or on the exterior of the Premises, Building or Project, except in and at such places as may be designated by Landlord and consented to by Landlord in writing. Any such sign, placard, advertisement, picture, notice or lettering so placed without such consent may be removed by Landlord without notice to and at the expense of Tenant. All lettering and graphics on corridor doors shall conform to the building standard prescribed by Landlord.
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8.	Tenant shall not place, or cause or allow to be placed, any satellite dish, communications equipment, computer or microwave receiving equipment, antennae or other similar equipment about or on the exterior of the Premises, Building or Project. Any such equipment so placed may be removed by Landlord without notice to and at the expense of Tenant.
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9.	Canvassing, soliciting or peddling in the Building and/or Project is prohibited and Tenant shall cooperate reasonably to prevent same.
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10.	Landlord shall **** have the right to exclude any person from the Project, and any person in the Project shall be subject to identification by employees and agents of Landlord. Any persons in or entering the Project shall be required to comply with the security policies of the Project, if any, including, without limitation, the showing of suitable identification and signing of a Building register when entering or leaving the Building. If Tenant desires additional security service for the Premises, Tenant shall have the right (with advance written consent of Landlord) to obtain such additional service at Tenant’s sole cost and expense. Tenant shall keep doors to unattended areas locked and shall otherwise exercise reasonable precautions to protect property from theft, loss or damage. Landlord shall not be responsible for the theft, loss or damage of any property or for any error with regard to the exclusion from or admission to the Project of any person. In case of invasion, mob, riot or public incitement, Landlord reserves the right to prevent access to the Project during the continuance of same by closing the doors or taking other measures for the safety of the tenants and protection of the Project and property or persons therein.
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11.	Only workmen employed, designated or approved by Landlord may be employed for repairs, installations, alterations, painting, material moving and other similar work that may be done in or on the Project.
12.	Tenant shall not bring or permit to be brought or kept in or on the Premises or Project any inflammable, combustible, corrosive, caustic, poisonous, or explosive substance, or firearms, or cause or permit any odors, exhaust or gas to permeate in or emanate from the Premises, or permit or suffer the Project to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of light, radiation, magnetism, noise, odors and/or vibrations.
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13.	Tenant shall not mark, paint, drill into, or in any way deface any part of the Project or the Premises. No boring, driving of nails or screws, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Tenant shall not install any resilient tile or similar floor covering in the Premises, except with the prior approval of Landlord, which approval shall not be unreasonably withheld or delayed.
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14.	No additional locks or bolts of any kind shall be placed on any door in the Project or the Premises and no lock on any door therein shall be changed or altered in any respect. Tenant shall not make duplicate keys. All keys shall be returned to Landlord upon the termination of the Lease and Tenant shall give to Landlord the combinations of all safes, vaults and combination locks remaining with the Premises. Landlord may at all times keep a pass key to the Premises. All entrance doors to the Premises shall be left closed at all times and left locked when the Premises are not in use. All exterior locks will be installed by Landlord and will be put on Landlord’s building master. Three (3) sets of keys shall be provided to Tenant.
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15.	Tenant shall give immediate notice to Landlord in case of known theft, unauthorized solicitation or accident in the Premises or in the Project, or of known defects therein or in any fixtures or equipment, or of any known emergency in the Project.
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16.	Tenant shall not use the Premises or permit the Premises to be used for photographic, multilith or multigraph reproductions, except in connection with its own business and not as a service for others without Landlord’s prior written permission.
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17.	No animals or birds shall be brought or kept in or about the Project, with the exception of service animals accompanying handicapped persons.
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18.	No awnings, draperies, shutters or other interior or exterior window coverings that are visible from the exterior of the Building or from the exterior of the Premises within the Building may be installed by Tenant without Landlord’s prior written consent.
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19.	Tenant shall not place, install or operate within the Premises or any other part of the Project any engine, stove, or machinery, or conduct mechanical operations therein, without the written consent of Landlord.
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20.	No portion of the Premises or any other part of the Project shall at any time be used or occupied as sleeping or lodging quarters.
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21.	Tenant shall at all times keep the Premises neat and orderly.
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22.	The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expenses of any breakage, stoppage or damage, resulting from the violation of this rule shall be borne by the tenant who (or whose employees or invitees) shall have caused such damage.
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23.	All tenant modifications resulting from alterations or physical additions in or to the Premises must conform to all applicable building and fire codes. Tenant shall obtain written approval from the management office prior to commencement of any such modifications and shall deliver as-built plans to the management office upon completion.
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24.	Tenant shall place all indoor potted plants requiring water within a container capable of collecting any water overflow, such containers to be approved and/or supplied by Landlord, at Tenant’s sole expense. Tenant shall use caution so that indoor plants do not damage or soil the Premises.
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25.	Tenant shall not park (and shall insure that Tenant’s employees, agents, and invitees do not park) in any reserved parking space other than those reserved parking spaces, if any, specifically assigned to Tenant. Any vehicle improperly parked, or parked in any unauthorized parking area in the Project, shall be towed at the vehicle owner’s expense and without further or additional notice.
26.	Persons using the parking garage (if any) do so at their own risk. Landlord specifically disclaims all liability, except when caused solely by its gross negligence or willful misconduct, for any personal injury incurred by users of the parking garage, their agents, employees, family, friends, guests or invitees, or as a result of damage to, theft of, or destruction of any vehicle or any contents thereof, as a result of the operation or parking of vehicles in the parking garage.
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27.	Smoking is prohibited in the Premises, Building and Project except in specifically marked areas as may be designated by Landlord.
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SCHEDULE 5

TENANT ACCEPTANCE LETTER

This declaration is hereby attached to and made part of the Lease dated __________, 2025, entered into by and between SCOTTSBLUFF DRUGSTORE, LLC, a Colorado limited liability company, LAKE PARK OFFICE, LLC, a Colorado limited liability company, and SUPERIOR INVESTMENTS VII, INC., a Colorado corporation, collectively, as Landlord, and GEOVAX, INC., a Georgia corporation, as Tenant.

1. The undersigned, as Tenant, hereby confirms as of the _____ day of ________, 2025, the following:

2. Tenant has accepted possession of the Premises on ___________________ and is currently able to occupy the same.

3. The Commencement Date as defined in the Lease is _________________, 20___.

4. The Rent Commencement Date, as defined in the Lease, is ___________________, 20___.

5. The Expiration Date of the Lease is _________________________________________.

6. All alterations and improvements required to be performed by Landlord pursuant to the terms of the Lease to prepare the entire Premises for Tenant’s initial occupancy, if any, have been satisfactorily completed, except for the following:

7. As of the date hereof, Landlord has fulfilled all of its obligations under the Lease.

8. The Lease is in full force and effect and has not been modified, altered, or amended, except pursuant to any instruments described above, if any.

9. There are no offsets or credits against Base Rent or additional Rent, nor has any Base Rent or additional Rent been prepaid except as provided pursuant to the terms of the Lease.

10. Tenant has no notice of any prior assignment, hypothecation, or pledge of the Lease or any Rents due under the Lease.

TENANT:
GEOVAX, INC.,<br><br> <br>a Georgia corporation
By:
Name:
Title:

ex_884834.htm

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULE 13a-14(a) or 15d-14(a)

OF THE

SECURITIES EXCHANGE ACT OF 1934

I, David A. Dodd, President and Chief Executive Officer of GeoVax Labs, Inc. certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of GeoVax Labs, Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.	Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a.	All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: November 13, 2025	/s/ David A. Dodd
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	David A. Dodd<br><br> <br>President & Chief Executive Officer

ex_884835.htm

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULE 13a-14(a) or 15d-14(a)

OF THE

SECURITIES EXCHANGE ACT OF 1934

I, Mark W. Reynolds, Chief Financial Officer of GeoVax Labs, Inc. certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of GeoVax Labs, Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.	Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a.	All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: November 13, 2025	/s/ Mark W. Reynolds
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	Mark W. Reynolds<br><br> <br>Chief Financial Officer

ex_884836.htm

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GeoVax Labs, Inc. (the "Company") on Form 10-Q for the three months ended September 30, 2025, I, David A. Dodd, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

The quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 13, 2025	/s/ David A. Dodd
	David A. Dodd<br><br> <br>President & Chief Executive Officer

ex_884837.htm

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GeoVax Labs, Inc. (the "Company") on Form 10-Q for the three months ended September 30, 2025, I, Mark W. Reynolds, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that to the best of my knowledge:

The quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 13, 2025	/s/ Mark W. Reynolds
	Mark W. Reynolds<br><br> <br>Chief Financial Officer