Exhibit 4.1





Exhibit 4.1




Text of GeoVax Labs, Inc. Common Stock Certificate:




					
	 	 	 	 	 
	NUMBER
	 	 	 	SHARES
	 	 	 	 	 
	GV                     
	 	GEOVAX LABS, INC.
	 	                    






INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




	 	 	 
	COMMON STOCK

	 	COMMON STOCK
	SEE REVERSE FOR
	 	 
	CERTAIN DEFINITIONS
	 	 
	 
	 	 
	THIS CERTIFIES THAT

	 	CUSIP 373678 20 0






is the owner of




FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 EACH OF THE COMMON STOCK OF
                                                          
              
GEOVAX LABS, INC.                                             
                      
Transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.



IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized
officers and its facsimile seal to be hereunto affixed.



Dated:                    



	 	 	 	 	 
	/s/ Mark W. Reynolds
 

CFO and Secretary

	 	/s/ Robert T. McNally
 

President and CEO
	 	  






GEOVAX LABS, INC.

INCORPORATED

SEAL

DELAWARE




	 	 	 	 	 
	 	 	Countersigned and Registered:
	 
	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 
	 	 	 	 
	 

	 	(New York, NY)
	 	Transfer Agent and Registrar





 


 









 





The following abbreviations, when used in the inscription on the face of this certificate, shall be
constructed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN COMM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT
	 	-
	 	                    
	 	Custodian
	 	                    
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	 	 	 	 	(Cust)
	 	 	 	(Minor)
	JT TEN	 	-	 	as joint tenants with right	 	 	 	 	 	 under Uniform Gifts to Minors
	 	 	 	 	of survivorship and not	 	 	 	 	 	Act                                                        
	 	 	 	 	as tenants in common	 	UNIF TRF MIN ACT	 	-	 	                     Custodian (until age __)
	 	 	 	 	 	 	 	 	 	 	           under Uniform Transfers
	 

	 	 	 	 	 	 	 	 	 	(Minor)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	To Minors Act                
                
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	(State)






Additional abbreviations may also be used though not in the above list.




For Value received,                      do hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE









 







 





 
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE




 





 
 Shares



of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint                     



 




Attorney to transfer the said stock on the books of the within-named Corporation with full power of
substitution in the premises.



Dated:                                         




                                                                  
              




NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the Certificate, in every particular, without alteration or enlargement, or any change whatever.



Signature(s) Guaranteed




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.