Common Stock Certificate of Callisto Pharmaceuticals, Inc.

Summary

This document certifies ownership of fully paid and nonassessable shares of common stock in Callisto Pharmaceuticals, Inc., a Delaware corporation. The certificate allows the holder to transfer shares by proper endorsement and is subject to the company's Certificate of Incorporation and By-laws. It must be countersigned by the transfer agent to be valid. The company will provide details about stock rights and preferences upon request. The certificate includes instructions for transferring shares and requires a signature guarantee for assignments.

EX-4.1 3 b325111_ex4-1.txt EX-4.1 [CALLISTO PHARMACEUTICALS LOGO] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 1312EM 10 4 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT is the owner of FULLY-PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE, OF CALLISTO PHARMACEUTICALS, 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the By-laws of the Corporation as amended (copies of which are on file at the office of the Transfer Agent), to all of which the holder of this certificate by acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of the duly authorized officers. Dated: /s/ Christoph Bruening /s/ Donald G Drapkin - ---------------------- -------------------- Secretary Chairman COUNTERSIGNED AND REGISTERED: STOCKTRANS, INC. 44 WEST LANCASTER AVENUE ARDMORE PA 19005 TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE CALLISTO PHARMACEUTICALS, INC. The Corporation will furnish to any stockholder, upon request without charge, a full statement of 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. 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. UNIF GIFT TEN COM - as tenants in common 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 (Print) Additional abbreviations may also be used though not in the above list. For value received ______________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------- | | | | - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------ Shares of the Common Stock represented by the within Certificate, and do hereby 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_____________________ _______________________________________ SIGNATURE Signature Guaranteed By: _____________________________________ _____________________________________ Banker of Member Firm of a Stock Exchange Signature Guarantee ______________________________________________________ THE SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTIONAL BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PRGORAM PURSUANT TO S.E.C. RULE 777 16 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 whatsoever.