NUMBER	 	SHARES
	 	 	 


 


ELITE
PHARMACEUTICALS, INC.


incorporated
under the laws of the state of nevada


 


SERIES I CONVERTIBLE PREFERRED STOCK


 


THIS CERTIFIES THAT                                                             
is the record holder of                                
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES I CONVERTIBLE PREFERRED STOCK, $0.01 PAR VALUE, OF ELITE PHARMACEUTICALS, INC. (the
“Corporation”), transferable on the books of the Corporation in person or by attorney upon surrender of this certificate
duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Nevada, and
to the Articles of Incorporation (the “Certificate of Incorporation”), the Certificate of Designations of Preferences,
Rights and Limitations of Series I Convertible Preferred Stock (the “Certificate of Designations”) and the By-Laws
of the Corporation, as now or hereafter amended, to all of which the holder of this certificate, by acceptance hereof, assents.
The SECURITIES EVIDENCED by this certificate have not been registered under the Securities
Act of 1933 (the "Act") and cannot be sold or offered for sale or otherwise transferred except pursuant to an effective
Registration Statement under the Act or pursuant to an exemption therefrom, the availability of which is to be established to the
reasonable satisfaction of the Corporation. The shares represented by this certificate are convertible into shares of
Common Stock of the Corporation in the manner as set forth in the Certificate of Designations. 
The powers, preferences, rights, limitations and restrictions of the Series I Convertible Preferred Stock are set forth
in the Certificate of Designation which has been filed with the Secretary of State of the State of Nevada, a copy of which is on
file at the office of the Corporation. The Corporation shall furnish without charge to the record holder of this certificate upon
written request by such holder, copies of the Certificate of Designations, the Certificate of Incorporation and the By-Laws, as
well as the document or documents setting forth the powers, preferences and rights of each of the other classes of the Corporation's
stock or series thereof and the qualifications, limitations or restrictions of such preferences or such rights. This certificate
is not valid unless signed by its respective officers as set forth below.


 


Dated:                          


 


	 	 	 	 	 
	Secretary	 	[CORPORATE SEAL]	 	Chief Operating Officer


 




    	 



    	 



    

 


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:


 


	TEN COM	as tenants in common	UNIF GIFT MIN ACT	 	Custodian	 
	TEN ENT	as tenants by the entireties	 	(Cust)	 	(Minor)
	JT TEN	as joint tenants with right	 	under Uniform Gifts to Minor Act    _________
	 	of survivorship and not as	 	 	 	(State)    
	 	tenants in common	 	 	 	 


 


Additional abbreviations may also be used
though not in the above list.


 


For value received,                                                                                                                                                  
hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING NUMBER          OF
ASSIGNEE


 


                                    


|                                    
|


 


 


 






(Please print or typewrite name and address
including postal zip code of assignee)


 


 






 


 






 


                                
Shares of the Series I Convertible Preferred Stock represented by the within Certificate, and do(es) hereby irrevocably constitute
and appoint                       
Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.


 


Dated:                        


 


	 	 	 
	 	NOTICE:  The signature(s) to this assignment must correspond with the name(s) as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever.


 


Signature(s) Guaranteed:


 


	 	 
	THE SIGNAUTRE(S) AS GUARANTEED
        BY AN ELIGIBLE GUARANTOR

        INSTITUION (BANKS, SOTCKBROKERS,
        SAVINGS AND LOAN ASSOCIATIONS

        AND CREDIT UNIONS WITH
        MEMBERSHIP IN AN APPROVED SIGNATURE

        GUARANTEE MEDALLION PROGRAM)
        PURSUANT TO S.E.C. RULE 17Ad-15.