exhibit41.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing





Exhibit 4.1


NEITHER THIS SECURITY NOR THE SECURITIES INTO 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.



COMMON STOCK PURCHASE WARRANT



To Purchase 75,000 Shares of Common Stock of 


ELITE PHARMACEUTICALS, INC.


     THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [___________] (the
“Initial Holder” and together with any permitted assignee, the “Holder”), is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined in Section 2) and on or prior to the close of business on the five year anniversary of the Initial
Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Elite Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to Seventy-Five Thousand (75,000) shares (the “Warrant Shares”) of Common Stock, par value $.01 per share, of the
Company (the “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.  This Warrant was originally issued pursuant to a Consulting Agreement, dated
September 4, 2007, between the Company, the Initial Holder and certain other parties in connection with the provision by the Initial Holder of certain consulting services to the Company. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in the Consulting Agreement.

     
Section 2. Exercise.


          (a) Exercise of Warrant. Subject to Section 2(c) below, 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 date of issue of this Warrant (the “Initial Exercise Date”) and on or before the Termination Date by
delivery to the Company of a duly executed facsimile












copy of the Notice of Exercise Form annexed hereto (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 such Holder appearing on the books of the
Company); and, within three (3) Business Days of the date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Warrant to the Company and the Company shall have received  payment of the aggregate Exercise Price
of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. 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 Company shall deliver any objection to any Notice of Exercise Form within three (3) Business Days of receipt of such notice.  In the event of any dispute or discrepancy, the records of the Holder shall
be controlling and determinative in the absence of manifest error.  For purposes of this Warrant, a “Business Day” means any day except Saturday, Sunday, any day which shall be a
federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close 


          (b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be US$3.25,
subject to adjustment hereunder (the “Exercise Price”). 

         
(c) Exercise
Limitations.


                    (i) Listing of Warrant Shares. The Holder shall not exercise this Warrant until the Company shall have filed a
listing application with the American Stock Exchange (“AMEX”) with respect to the Warrant Shares and received approval from the AMEX with respect to such application. The Holder hereby acknowledges that the Holder has no right to demand
that the Company file a new listing application with respect to the Warrant Shares; provided that the Company agrees to include the Warrant Shares in the first listing application filed by the Company with the AMEX after the issuance of this
Warrant.

          
(d) Mechanics of Exercise.


                    (i) Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon
the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, 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).


                    (ii) Delivery of Certificates Upon Exercise.  Certificates for shares purchased hereunder shall be transmitted
by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository












Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery
to the address specified by the Holder in the Notice of Exercise within five (5) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above
(“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed
to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the
Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(v) prior to the issuance of such shares, have been paid.


                    (iii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company
shall, upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares
called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. 


                    (iv) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an
amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. 


                    (v) Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to
the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in
such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be
issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment
of a sum sufficient to reimburse it for any transfer tax incidental thereto. 

     
Section 3. Certain Adjustments.


                    (a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a
stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of
Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a
smaller number of shares, or (D) issues by reclassification of












shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted.  Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification. 


                    (b) Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any
merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”),
then,


                                        (i) subject to clause (ii) below, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant
Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant and payment of the Exercise Price, the number of shares of
Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b)
if the Company is acquired in an all cash transaction, cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula; or


                                        (ii) if the Company is acquired in an all cash transaction, in the option of the Company or its acquiror, the Holder may be paid cash equal to
the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula and upon payment of such cash, the Warrant shall terminate. 


For purposes of any such exercise by the Holder, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental












Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the
foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(b) and insuring
that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. 


                    (c) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest
1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares,
if any) issued and outstanding. 


                    (d) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the
then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 

                    (e) Notice to Holders.


                                        (i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this
Section 3, the Company shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


                                        (ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or
warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or
merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company
shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant
Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y)












the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be
entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing on the date of such notice to the
effective date of the event triggering such notice. 

     
Section 4. Transfer of Warrant.


                    (a) Transferability.  The Warrant and the other rights of the Holder pursuant to this Warrant certificate are
not transferable, in whole or in part, without the prior written consent of the Company, in its sole discretion.  Upon granting of such Company consent and subject to compliance with any applicable securities laws and the conditions set forth in
Section 4(d) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant certificate 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 compliance with the foregoing and 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 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. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new
Warrant issued. The Warrant and the other rights of the Holder pursuant to this Warrant certificate are not severable from this Warrant certificate, and shall not be assignable or transferable except in connection with a transfer or assignment of
this Warrant certificate in accordance with the terms hereof. Any instrument purporting to make a transfer or assignment in violation of this Section 4(a) shall be void and of no effect.


                    (b) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company
for that purpose (the “Warrant Register”), 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. 


                    (c) 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 and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing
such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be












in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue
sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. 

     
Section 5. Miscellaneous.


                    (a) No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or
other rights as a shareholder of the Company prior to the proper exercise hereof.


                    (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. 


                    (d) Authorized Shares.


                                        (i) The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant.


                    (e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this
Warrant shall be determined in accordance with the provisions of the Consulting 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 Consulting 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 of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time
of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares. 


                    (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. 


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












IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. 


Dated: September 4, 2007

	 	
ELITE PHARMACEUTICALS, INC.
	
	 	 

	
	 	 

	
	 	
By:   
		 	 
	 	

		Name: Bernard J. Berk	 
	 	

		Title: Chief Executive Officer	 




 











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) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below: 
_______________________________ 


The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to: 
 _______________________________ 
_______________________________ 
_______________________________ 

     
  (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 exercise the warrant.] 


[Assignment of the Warrant requires the prior written consent of the Company] 


     FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to 


_______________________________________________ whose address
is


 _______________________________________________________________________



_______________________________________________________________________


	 

		 
		
Dated: ______________
, 20__
	
	 	 	 
	 	 	 
	 
		Holder’s Signature:	 
		 

	
	 	 	 
	 	Holder’s Address: 	 	 
	 	 	 
	 
	 
		 

	





Signature Guaranteed:  _____________________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. 


2