EXHIBIT
4.2


 


[FORM
OF SERIES 1 PREFERRED STOCK CERTIFICATE]


 


[FACE
OF SECURITY]


 


	Number ________		___________
Shares



 


SERIES
1 PREFERRED STOCK


CEMTREX,
INC.


PAR
VALUE $0.001 PER SHARE


SEE
REVERSE SIDE FOR CERTAIN TERMS AND DEFINITIONS


 


This
Certifies that ________________________ is the owner of ___________________________________
fully paid and non-assessable Shares of the above Corporation transferable only on the books of the Corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this certificate properly endorsed.


 


In
Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed
with the Seal of the Corporation.


 


	●	Dated
    _______________	 	 
	●		 	
	 	Saagar
    Govil, President and CEO	 	Renato
    Dela Rama, Secretary


 




    	 



    	 



    


 


[REVERSE
OF SECURITY]


 


The
designations, rights, privileges, restrictions, preferences and other terms and provisions of the shares of Series 1 Preferred
Stock of the Corporation (the “Preferred Stock”) represented hereby are issued and shall in all respects be subject
to the provisions of the Certificate of Designation of the Corporation dated __________, 2016, as the same may be corrected, supplemented
or amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall
have the meaning given them in the Certificate of Designation. The Corporation will provide a copy of the Certificate of Designation
to a Holder without charge upon written request to the Corporation at its principal place of business.


 


Dividends
on each share of Preferred Stock shall be payable at a rate per annum as provided in the Certificate of Designation. The shares
of Preferred Stock are not convertible into the Corporation’s Common Stock.


 


This
certificate and the shares of Preferred Stock represented hereby shall be held subject to all of the provisions of the Certificate
of Incorporation and the Bylaws of the Corporation and any amendments thereto, including the Certificate of Designation, copies
of which are on file at the office of the Corporation and made a part hereof as though the provisions of said Certificate of Incorporation
and Bylaws were imprinted in full on this certificate, to all of which the holder of this certificate, by acceptance hereof, assents
and agrees to be bound.


 


The
Corporation will furnish without charge to each stockholder who so requests in writing, the powers, designations, preferences
and relative, participating, optional or other special rights of each class of stock 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. Additional abbreviations may also be used though not in the list.


 


	TEN
    COM – as tenants in common	UNIF
    GIFT MIN ACT - ___________Custodian ______________ (Minor)
	TEN
    ENT – as tenants by the entireties	under
    Uniform Gifts to Minors Act ________________ (State)
	JT
    TEN – as joint tenants with right of survivorship	UNIF
    TRF MIN ACT - _____________(Custodian) ____________ (Minor)


 





	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER 
	 	IDENTIFYING
    NUMBER OF ASSIGNEE
	For value
    received, the undersigned herby sells, assigns and transfers unto	 
	 	 
	PLEASE
    PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE	 
	 	 
	 	 	Shares




 


represented
by the within Certificate, and hereby irrevocably constitutes and appoints _____________________________
_________________________________________________________________ Attorney to transfer the said


shares
on the books of the within-named Corporation with full power of substitution in the premises.


 


Dated,
______________________________

In presence of________________________________________