0001096906-06-001179 Sample Contracts

CONVERTIBLE PROMISSORY NOTE OF DAUPHIN TECHNOLOGY, INC.
Geovax Labs, Inc. • October 4th, 2006 • Computer & office equipment • Illinois

This Note is one of several convertible promissory notes that have been issued or that may hereafter be issued in connection with the Company’s borrowing of an aggregate principal amount (including the principal amount represented by this Note) of up to $2,000,000.00 (the “Series”).

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SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 4th, 2006 • Geovax Labs, Inc. • Computer & office equipment

This Second Amendment to Agreement and Plan of Merger (this “Amendment”), dated September 27, 2006, is made by and among Dauphin Technology, Inc., an Illinois corporation (“Dauphin”), GeoVax Acquisition Corp., a Georgia corporation and wholly-owned subsidiary of Dauphin (“Merger Subsidiary”), and GeoVax, Inc., a Georgia corporation (“GeoVax”).

CONVERTIBLE PROMISSORY NOTE OF DAUPHIN TECHNOLOGY, INC.
Geovax Labs, Inc. • October 4th, 2006 • Computer & office equipment • Illinois

This Note is one of several convertible promissory notes that have been issued or that may hereafter be issued in connection with the Company’s borrowing of an aggregate principal amount (including the principal amount represented by this Note) of up to $2,000,000.00 (the “Series”).

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