Exhibit 4.1


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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.


 


COMMON STOCK PURCHASE WARRANT


 


Elite
Pharmaceuticals, inc.


 


	Warrant Shares: 79,008,661	Issue Date: April 28, 2017


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, Mr. Nasrat Hakim or his assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations (including, but not limited to, the Company obtaining shareholder approval
to increase the number of the Company’s authorized shares of Common Stock to permit exercise of the Warrant as required by
Section 2(g) below) and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior
to the close of business on the tenth (10) year anniversary of the Issue Date, or earlier as set forth in Section 5 below (the
“Termination Date”) but not thereafter (the “Exercise Period”), to subscribe for and purchase
from Elite Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to 79,008,661 shares (as subject
to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock
under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section 1.            Definitions.


 


		a)	Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that
certain Exchange Agreement (the “Exchange Agreement”), dated April 28, 2017, among the Company and the Holder’s
signatory thereto.



 


		b)	“Initial Exercise Date” means the date, subject to the provisions of Section
3, that is the earlier of (i) the date that Shareholder Approval is obtained and the requisite corporate action has been effected;
or (ii) April 28, 2020.



 


		c)	Trading Market” means any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the NYSE MKT, the NYSE, OTCBB, OTCQB or OTCQX (or any successors to any of the foregoing).



 






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		d)	“Shareholder Approval” shall have the meaning set forth in 2(g).



 


Section 2.            Exercise


 


a)          Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or
agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing
on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed
hereto along with payment of the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire
transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(b)
below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount
equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number
of Warrant Shares purchased and the date of such purchases. The Holder and any assignee, by acceptance of this Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.


 


b)          This
Warrant may also be exercised, at the sole discretion of the Holder, by means of a “cashless exercise”. The
Holder shall, at the Holder’s discretion, be entitled to a receive either a certificate for the number of Warrant Shares
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


A = the VWAP
on the Trading Day immediately preceding the date of such cashless exercise election;


 


B = The Exercise
Price of this Warrant, as adjusted; and


 


X = the number
of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise
rather than a cashless exercise.


 






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“VWAP”
means, the volume weighted average price of the Common Stock on the Trading Market as reported on the Trading Market.


 


OR


 


The cash value obtained by
subtracting the then Exercise Price from the closing price of the Company’s Common Stock on the Trading Market, as permitted
(provided such closing price is higher than the Exercise Price) and multiplying the difference by the number of shares exercised
in the Notice of Exercise.


 


c)          Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $0.1521 , subject to adjustment hereunder
(the “Exercise Price”).


 


d)          No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. Any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise shall be rounded
up to the next whole share.


 


e)          Taxes.
The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise
of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the registered
holder of this Warrant in respect of which such shares are issued. The holder shall be responsible for income taxes due under federal
or state law, if any such tax is due.


 


f)          Holder’s
Exercise Limitations. Except for exercises of this Warrant by Mr. Nasrat Hakim and/or any entity for which Mr. Hakim would
be deemed the beneficial owner for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations promulgated thereunder, the Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent
that after giving effect to such exercise as set forth on the applicable Notice of Exercise, such Holder (for purposes of this
Section 2(f), “Holder” includes such Holder's Affiliates, and any other person or entity acting as a group together
with such Holder or any of such Holder's Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below). For purposes of this Section 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section
2(f) applies, the determination of whether the Warrants are convertible (in relation to other securities owned by such Holder together
with any Affiliates) shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed
to be such Holder's determination of whether the Warrants may be exercised (in relation to other securities owned by such Holder
together with any Affiliates) and how many Warrants are exercised, in each case subject to such aggregate percentage limitations.
To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice
of Exercise that such Notice of Exercise has not violated the restrictions set forth in this paragraph and the Company shall have
no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
The "Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrants held by the Holder.
By written notice to the Company, any Holder may from time to time increase or decrease the Beneficial Ownership Limitation to
any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective
until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply
only to such Holder providing such written notice and not to any other Holder.


 






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g)         Insufficient
Authorized Share Limitation. If, upon of any Notice of Exercise there is not a sufficient number of authorized shares of Common
Stock (that are not issued, outstanding or reserved for issuance) available to effect the entire exercise of this Warrant and conversion
of the then outstanding shares of Series J Preferred Stock, such exercise shall not exceed the Issuable Maximum (as defined below);
however, the Company shall use its best efforts to obtain Shareholder Approval (as defined below) within two (2) years of the date
of first issuance of the Warrants to permit the balance of the exercise. If Shareholder Approval is not obtained due to an insufficient
number of shareholder votes for passage, the Company shall continue to solicit for Shareholder Approval annually thereafter. “Issuable
Maximum” means the balance of authorized shares of Common Stock that are not issued, outstanding or reserved for issuance
to permit exercise of all of the then outstanding Warrants and conversion of the then outstanding shares of Series J Preferred
Stock. “Shareholder Approval” means the vote of Company shareholders, as may be required by Nevada law, to approve
an increase in the number of authorized shares of Common Stock to permit exercise of all of the then outstanding Warrants and conversion
of the then outstanding shares of Series J Preferred Stock in excess of the Issuable Maximum without a corresponding decrease in
the par value thereof. The Holder acknowledges that should there not be a sufficient number of authorized, unissued and unreserved
shares of Common Stock to permit exercise of this Warrant prior to the Termination Date, it is possible that no shares will be
issuable upon the exercise of this Warrant.


 


Section 3.            Certain
Adjustments.


 


a)          Dividends,
etc. In case the Company shall, with respect to the holders of its Common Stock, (i) pay a Common Stock dividend or make a
distribution to its stockholders in shares of Common Stock or other securities, (ii) split or subdivide its outstanding shares
of Common Stock into a greater number of shares, or (iii) combine its outstanding shares of Common Stock into a smaller number
of shares, then the Exercise Price in effect at the time of the record date for such dividend or on the effective date of such
split, subdivision or combination, the number and kind of securities issuable on such date, shall be proportionately adjusted so
that the Holder of any Warrant thereafter exercised shall be entitled to receive the aggregate number and kind of shares of Common
Stock (or such other securities other than Common Stock, as the case may be) of the Company, at the same aggregate Exercise Price,
that, if such Warrant had been exercised immediately prior to such date, the Holder would have owned upon such exercise and been
entitled to receive by virtue of such dividend, distribution, split, subdivision or combination. Such adjustment shall be made
successively whenever any event listed above shall occur.


 






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b)          Merger,
etc. If at any time after the date hereof there shall be a merger or consolidation of the Company with or into or a transfer
of all or substantially all of the assets of the Company to another entity, then the Holder shall be entitled to receive upon or
after such transfer, merger or consolidation becoming effective, and upon payment of the Exercise Price then in effect, or by cashless
exercise pursuant to Section 2(b), the number of shares or other securities or property of the Company or of the successor corporation
resulting from such merger or consolidation, which would have been received by the Holder for the shares of stock subject to this
Warrant had this Warrant been exercised just prior to such transfer, merger or consolidation becoming effective or to the applicable
record date thereof, as the case may be.


 


c)          Reclassification,
etc. If at any time after the Issue Date there shall be a reorganization or reclassification of the securities as to which
purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, then
the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment
of the Exercise Price then in effect, or by cashless exercise pursuant to Section 2(b), the number of shares or other securities
or property resulting from such reorganization or reclassification, which would have been received by the Holder for the shares
of stock subject to this Warrant had this Warrant at such time been exercised.


 






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d)          Subsequent
Dilutive Issuances. If the Company at any time while this Warrant is outstanding, sells or grants any option to purchase or
sells or grants any right to reprice its securities (other than any Common Stock or Common Stock Equivalents (as defined below)
in connection with an Exempt Issuance (as defined below)), entitling any Person to acquire shares of Common Stock at an effective
price per share that is lower than the then applicable Exercise Price (any such issuance, a “Dilutive Issuance ”)
(if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights
per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price
per share that is lower than the then applicable Exercise Price, such issuance shall be deemed to have occurred for less than the
then applicable Exercise Price on such date of the Dilutive Issuance), then the then applicable Exercise Price shall be reduced
to a price determined by multiplying the then applicable Exercise Price by a fraction, the numerator of which is the sum of (i)
the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus (ii) the number of
shares of Common Stock issuable upon conversion or exercise of Common Stock Equivalents issued and outstanding immediately prior
to the Dilutive Issuance plus (iii) the number of shares of Common Stock which the offering price for such Dilutive Issuance would
purchase at the then applicable Exercise Price, and the denominator of which shall be the sum of (1) the number of shares of Common
Stock issued and outstanding immediately prior to the Dilutive Issuance plus (2) the number of shares of Common Stock issuable
upon conversion or exercise of Common Stock Equivalents issued and outstanding immediately prior to the Dilutive Issuance plus
(3) the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Notwithstanding the foregoing,
no adjustment will be made under this Section 3(d) in respect of any issuance as to which the Holders Warrants representing a majority
of the shares issuable upon exercise of the then remaining Warrants have provided their written approval. The Company shall notify
the Holder in writing, no later than five (5) Business Days following a Dilutive Issuance, indicating therein the applicable issuance
price, or applicable reset price, exchange price, Exercise Price and other pricing terms (such notice, the “Dilutive Issuance
Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this
Section 3(d), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of Warrant Shares based
upon the adjusted Exercise Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers
to the adjusted Exercise Price in the Notice of Conversion. “Common Stock Equivalents” means any securities
of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt,
preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, Common
Stock. “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, consultants,
officers or directors of the Company pursuant to (i) any stock or option plan duly adopted by a majority of the non-employee members
of the Board of Directors of the Company or a majority of members of a committee of non-employee directors established for such
purpose or (ii) employment agreements with Company employees or (iii) consulting agreements entered into by the Company; (b) securities
upon the exercise or exchange of or conversion of any Securities issued pursuant to the Exchange Agreement and/or other securities
exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the Exchange Agreement,
provided that such securities have not been amended since the date of the Exchange Agreement to increase the number of such securities
or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits
or combinations) or to extend the term of such securities; (c) securities issued pursuant to acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person
(or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset
in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to
the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities; and (d) any equity line transactions entered
into between the Company and Lincoln Park Capital Fund, LLC during the calendar year ended December 31, 2017.


 






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e)          Exchange
Prohibition. If, the Holder submits a Notice of Exercise at a time when the Common Stock is listed for trading on a National
Securities Exchange (as defined in the Exchange Act), Shareholder Approval has been obtained and the requisite corporate action
has been effected and, the exercise pursuant the Notice of Exercise would not be permitted under the rules of such National Securities
Exchange without further shareholder approval, the Holder shall receive, upon the delivery of such Notice of Exercise, in lieu
of the shares issuable pursuant to such Notice of Exercise, the value obtained by subtracting the then Exercise Price from the
closing price of the Company’s Common Stock on such National Securities Exchange (provided such closing price is higher than
the Exercise Price) and multiplying the difference by the number of shares exercised in the Notice of Exercise.


 


f)          Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/10,000th of a share, as applicable. The
number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


g)         Notice
to Holder Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver
to the Holder by facsimile or email (as set forth on the signature page below) a notice setting forth the Exercise Price after
such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring
such adjustment.


 


Section 4.           Transfer
of Warrant.


 


a)          Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions
of Section 4.e. and f. of the Exchange Agreement, this Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b)          New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original
Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 






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c)          Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose, in the name
of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.


 


d)          Transfer
Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act of 1933, as amended
(the “Securities Act”) and under applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the transfer
restrictions provided by the Exchange Agreement, including those set forth in Section 4.e and f. thereof.


 


e)          Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that (i) it is acquiring this Warrant and, upon
any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or
for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state
securities law, except pursuant to sales registered or exempted under the Securities Act; and (ii) it is an “accredited
investor” as defined in Regulation D promulgated under the Securities Act.


 


Section 5. Intentionally
left blank.


 


Section 6.           Miscellaneous.


 


a)          No
Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a shareholder of the Company prior to the exercise hereof as set forth in Section 2.


 


b)          Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c)          Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
Business Day.


 






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d)          Authorized
Shares. The Holder acknowledges that, as of the Original Issue Date and thereafter, as stated in Section 2(g) above, the Company
does not have a sufficient number of authorized, unissued and unreserved shares of Common Stock to permit full exercise of this
Warrant. The Holder further acknowledges that should there not be a sufficient number of authorized, unissued and unreserved
shares of Common Stock to permit exercise of this Warrant prior to the Termination Date, it is possible that no shares will be
issuable upon the exercise of this Warrant. The Company covenants that its issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights
under this Warrant, provided that there are adequate authorized and unreserved shares of Common Stock available for such exercise.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common
Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant, provided that there are a sufficient number of authorized shares of Common Stock (that are not issued,
outstanding or reserved for issuance) available to effect the entire exercise of this Warrant, will, upon exercise of the purchase
rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


e)           Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Exchange Agreement.


 


f)           Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.


 


g)          Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Exchange Agreement.


 


h)          Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 






    	 	9	 



     


    

 


i)          Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


j)          Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


k)          Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


********************


 


(Signature Page Follows)


 




    	 	10	 



     


    

 


 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	 	ELITE PHARMACEUTICALS, INC.
	 	 	 
	 	By:	/s/ Carter J. Ward
	 	 	Carter J. Ward, CFO


 


	Holder’s e-mail address: 	 	 


 


	Holder’s fax number: 	 	 


 




    	 	11	 



     


    

 


NOTICE OF EXERCISE


 


		To:	Elite Pharmaceuticals,
inc.



 


1.    The
undersigned hereby elects to purchase _______________________ Warrant Shares of the Company pursuant to the terms of the attached
Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


2.    Payment
shall take the form of (check applicable box):


 


[ ] in lawful money of the United
States; or


 


[ ] [if permitted the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(b), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 2(b).


 


3.    Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified


	below: 	 
	 	 
	 	 
	 	 
	 	 


 


4.    Accredited
Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities
Act of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


	Name of Investing Entity: 	 





	Signature of Authorized Signatory of Investing Entity: 	 





	Name of Authorized Signatory: 	 





	Title of Authorized Signatory: 	 





	Date: 	 


 




     


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the
foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)
	 	 
	Phone Number:	 
	 	 
	Email Address: 	 
	 	 
	Dated: _______________ __, ______	 
	 	 
	Holder’s Signature:________________	 
	 	 
	Holder’s Address:________________