Risk Factors

EX-4.1 4 f92629a4exv4w1.txt EXHIBIT 4.1 EXHIBIT 4.1 CALLIDUS SOFTWARE(R) COMMON STOCK COMMON STOCK CS INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR THE STATE OF DELAWARE CERTAIN DEFINITIONS CUSIP 13123E 50 0 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.001 PER SHARE, OF - --------------------------- CALLIDUS SOFTWARE INC. ---------------------------- (hereinafter called the "Corporation"), transferable only on the books of the Corporation by the holder hereof, in person or by a duly authorized attorney or legal representative, upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ Ronald J. Fior /s/ Reed D. Taussig - ----------------------- ----------------------------- SECRETARY AND CHIEF PRESIDENT AND CHIEF FINANCIAL OFFICER EXECUTIVE OFFICER (CALLIDUS SOFTWARE CORPORATE SEAL) COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, New York) Transfer Agent and Registrar By Authorized Signature CALLIDUS SOFTWARE INC. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request should be directed to the Corporation, attention to its Secretary, at the Corporation's principal executive offices. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- _____________________ Custodian __________________________ (Cust) (Minor) under Uniform Gifts to Minors Act _____________________________________________________________ (State) UNIF TRF MIN ACT- _______________ Custodian (until age __________________ ) (Cust) __________________ under Uniform Transfers (Minor) to Minors Act ________________________________________________ (State) Additional abbreviations may also be used though not in the above list. For value received, _____________________________ hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________ _____________________________________ ________________________________________ _____________________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ of the Shares of common stock represented by the within Certificate and do(es) hereby irrevocably constitute and appoint ______________________________________ Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. Dated ________________,_____ X ____________________________________ X ____________________________________ 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 must be guaranteed. 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.