EXHIBIT
4.1


 





	Rights
    Certificate No.: _________	Number
    of Rights: ________


 


FORM
OF SUBSCRIPTION RIGHTS CERTIFICATE


 


THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE CEMTREX, INC. (THE “COMPANY”) PROSPECTUS SUPPLEMENT
DATED NOVEMBER 21, 2018 (THE “PROSPECTUS”), AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE
AVAILABLE UPON REQUEST FROM Okapi Partners LLC, the information agent for the rights offering.


 


CEMTREX,
INC.


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE EVIDENCING Non-Transferable SUBSCRIPTION RIGHTS
TO PURCHASE ONE SHARE OF COMMON STOCK


 


SUBSCRIPTION
PRICE: the lesser of (i) $1.06 or (ii) 95% of the volume weighted average price of THE COMPANY’S common stock for the five
trading day period through and including December 19, 2018, rounded UP to the nearest whole penny.


 


THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON DECEMBER 19, 2018, UNLESS EXTENDED OR
THE RIGHTS OFFERING IS TERMINATED BY THE COMPANY.


 


THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of subscription rights set forth
above. Each right entitles the holder thereof, to subscribe for and purchase, at the subscription price set forth above, one share
of common stock, par value $0.001 per share, of the Company (subject to proration), pursuant to a rights offering, on the terms
and subject to the conditions set forth in the Prospectus accompanying this Subscription Rights Certificate, which we refer to
herein as the basic subscription privilege.


 


If
any of the shares of common stock available for purchase in the rights offering are not purchased by other holders of rights pursuant
to the exercise of their basic subscription privilege, any stockholder that fully exercises its basic subscription privilege may
also exercise an over-subscription privilege to purchase additional shares that remain unsubscribed at the expiration of the rights
offering, if any, subject to the availability and pro-rata allocation of units among stockholders exercising this over-subscription
privilege. The rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other
appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each right subscribed
for pursuant to the over-subscription privilege, in addition to the payment due for units purchased through your basic subscription
privilege, in accordance with the Prospectus that accompany this Subscription Rights Certificate.


 


The
subscription rights evidenced by this Subscription Rights Certificate may not be transferred or sold. The subscription rights
will not be listed for trading on any stock exchange or market.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Subscription Rights Certificate to be duly executed under their corporate seals.


  





Dated:
________, 2018




 


	CEMTREX,
                                         INC.
	 	Countersigned
                                         and Registered

        CONTINENTAL
        STOCK TRANSFER & TRUST COMPANY

	 	 	 
	By:	 	 	 
	 	Saagar
    Govil	 	 
	 	President
    and Chief Executive Officer	 	 
	 	 	 	 
	By:	 	 	 
	 	Renato
    Dela Rama	 	 
	 	Vice
    President of Finance	 	 







 




    	 



    	 



    

 


DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


FOR
DELIVERY BY HAND DELIVERY, FIRST CLASS MAIL OR COURIER SERVICE:


Continental
Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, NY 10004, Attn: Corporate Actions Department


 


DELIVERY
OTHER THAN IN THE MANNER OR TO THE ADDRESSES LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY


PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY


 


FORM
1 - EXERCISE OF SUBSCRIPTION RIGHTS


 


To
subscribe for shares pursuant to your basic subscription privilege, please complete lines (a) and (c) and sign under Form 3 below.
To subscribe for shares pursuant to your over-subscription privilege, please also complete line (b) and sign under Form 3 below.
Because we will not know the final subscription price until the expiration date of the rights offering, the number of shares
that you subscribe for in this rights offering will be based on your total subscription payment, not the number of shares that
you apply for in parts (a) and (b). If, as a result of the subscription price decreasing, the number of shares that you subscribe
for in part (a) exceeds your basic subscription right, we will apply your remaining total subscription payment to the over-subscription
privilege. If you desire to only subscribe for a certain number of shares and you do not want any excess subscription payment
to be applied to additional shares in the rights offering, be sure to check the box in part (c).


 





	(a)	Basic
        Subscription Privilege

        I
        apply for
	________
    shares	x
    $1.06	=
    $ _______
	 	 	(No.
    of shares, subject to proration)	(subscription
    price)	(payment)







 


	(b)	Over-Subscription
    Privilege – If you have exercised your basic subscription privilege in full and wish to subscribe for additional
    shares pursuant to your over-subscription privilege:



 








	         	I
    apply for	________
    shares	x
    $1.06	=
    $ _______
	 	 	(No.
    of shares, subject to proration)	(subscription
    price)	(payment)



 


	(c)	Total
    Amount of part (a) and part (b) Payment Enclosed = $ ___________





 


IMPORTANT:
by checking this box, I agree that if the exercise price is lower than $1.06, I only want to receive the number of shares that
I have subscribed for in parts (a) and (b) and want to be refunded any extra payment promptly with no interest or penalty. [  ]


 


METHOD
OF PAYMENT (CHECK ONE)


 


[  ]
certified or personal check drawn against a U.S. bank payable to Continental
Stock Transfer & Trust Company, the subscription rights agent (Note: Funds paid by an uncertified check may take five or more
business days to clear);


[  ]
U.S. Postal money order payable to Continental Stock Transfer & Trust Company;
or


[  ]
wire transfer of immediately available funds to the subscription account maintained by Continental Stock Transfer & Trust
Company, as subscription rights agent, at JP Morgan Chase; ABA # 021000021; Acct # 475-588908; Reference: CST Agent for Cemtrex
Inc. Rights Plan Subscription.





 


FORM
2 - DELIVERY TO DIFFERENT ADDRESS


 


If
you wish for the shares to be delivered to an address different from that shown on the face of this Subscription Rights Certificate,
please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.


 


 





 









FORM
3 - SIGNATURE


 


I
acknowledge that I have received the Prospectus for this rights offering and I hereby irrevocably subscribe for the number of
shares indicated above on the terms and conditions specified in the Prospectus.


 





	 	 	 	 
	 	Signature
    of Owner	 	Signature
    of Joint Owner(s)




 





IMPORTANT:
The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular,
without alteration or enlargement, or any other change whatsoever.


 


FORM
4 - SIGNATURE GUARANTEE


 


This
form must be completed if you have completed Form 2.


 


SIGNATURE
GUARANTEED:


 


 









	(Name
    of Bank or Firm)
	 
     




	(Signature
    of Officer)




 





IMPORTANT:
The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association
or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission
Rule 17Ad-15.