Exhibit 4.01


 


	 	SC-[*]	Series C 0% Convertible Preferred	[*] Shares


 


Inspyr Therapeutics, Inc.


A Delaware Corporation


 


THIS CERTIFIES THAT
[Name] is the record holder of [*] ([*]) shares of the Series C 0% Convertible Preferred Stock of Inspyr Therapeutics,
Inc. transferable only on the register of said company, in person or by duly authorized attorney, upon surrender of this certificate
properly endorsed or assigned.


 


This certificate and
the shares represented hereby are issued and shall be held subject to all the provisions of the Bylaws and the Amended and Restated
Certificate of Incorporation with regard to the Series C Convertible Preferred Stock, filed on March 14, 2017, with the Delaware
Secretary of State, of said corporation and any amendments thereto, to all of which the holders of this certificate, by acceptance
hereof, assents. The shares represented by this certificate are subject to the legend(s) affixed to the back of this certificate.


 


A statement of all
the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes and/or series of shares
of stock of the corporation and upon the holders thereof may be obtained by any shareholder upon request and without charge, at
the principal office of the corporation, and the corporation will furnish any shareholder, upon request and without charge, a copy
of such statement.


 


WITNESS THE SEAL of the company and the signatures of its duly
authorized officers this [*] day of [*], 2017. 


 


 


	Christopher Lowe, Chief Executive Officer	 


 




     


     


    

  


FOR VALUE RECEIVED _____________________
HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO ________________ SHARES REPRESENTED BY THE WRITTEN CERTIFICATE AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT ____________________, ATTORNEY TO TRANSFER SAID SHARES ON THE REGISTER OF WITHIN NAMED COPRPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.


 


DATE:__________. __________


 


	IN PRESENCE OF 	 	 	 
	 	(Witness)	 	(Shareholder)
	 	 	 	 
	 	 	 	 
	 	 	 	(Shareholder)


  


NOTICE: THE SIGNATURES ON THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
OR ANY CHANGE WHATSOEVER.


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE
UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.