EXHIBIT
4.3 


 


FORM
OF

SERIES 1 WARRANT TO PURCHASE COMMON STOCK


 


CEMTREX,
INC.


 


	Warrant
    Shares: _______	Initial
    Exercise Date: _______, 2016


 


THIS
SERIES 1 WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 ______, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year
anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and
purchase from Cemtrex, Inc., a Delaware corporation (the “Company”), up to ______ shares of the Company’s
Common Stock, subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued as part of a
unit, each unit consisting of one share of the Company’s Series 1 Preferred Stock (“Series 1 Preferred”) and
two Warrants. The purchase price of one share of Common Stock under this Warrant shall be equal to $___ (“Exercise Price”).


 


 1. Definitions.
Capitalized terms not otherwise defined herein shall have the meanings set forth below:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is 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.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 




    	 



    	 		 



    

 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Reports” all reports, schedules, forms, statements and other documents required to be filed by the Company under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“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 NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer
Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company and any successor
transfer agent of the Company.


 


 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 and completed facsimile copy (or e-mail attachment) of the
Notice of Exercise in the form annexed hereto and payment of Exercise Price. 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).   Exercise
Price. The exercise price per whole share of the Common Stock under this Warrant shall be equal to $___, subject
to adjustment hereunder (the “Exercise Price”). Exercise under this Warrant must be made only in
increments of at least one (1) whole share of the Common Stock, subject to adjustment as provided herein.


 




    	2



    	 		 



    

 


 (c).  Redemption.
This Warrant may be called by the Company with respect to 100% of the Warrant Shares at a price of $0.10 per Warrant Share on
thirty (30) days’ notice (the “Notice”) to the Holder if all of the following shall
have occurred:


 


 (i). the
average closing bid price of the Company’s Common Stock for thirty (30) consecutive trading days exceeds 200% of the Exercise
Price, as adjusted, at least ten (10) days’ prior to the Company sending the Notice to the Holder; and


 


 (ii). the
Common Stock of the Company is trading on the Nasdaq Capital Market or another national securities exchange; and


 


 (iii). a
registration statement covering the Warrant Shares has been declared effective by the Commission and such registration statement
remains effective prior to the date of the Notice and the Warrant Shares are not otherwise subject to any lock-up restrictions.


 


 (d).   Mechanics
of Exercise.


 


 (i). Delivery
of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder
by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after
the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). For purposes
of Rule 200 under Regulation SHO of the Securities Act, the Warrant Shares shall be deemed to have been issued, and Holder shall
be deemed for all such purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised upon delivery of the Notice of Exercise and for purposes of Delaware corporate law, the Warrant Shares shall be
deemed to have been issued, and Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been exercised upon delivery of the Notice of Exercise and the aggregate Exercise
Price, irrespective of the date of delivery of the Warrant Shares; provided the Exercise Price and all taxes required to be paid
by the Holder, if any, are received within three (3) Trading Days of delivery of the Notice of Exercise.


 


 (ii).  Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a
Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a
new Warrant evidencing the rights of the 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.


 


 (iii).   Charges,
Taxes and Expenses. Issuance of 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 Warrant Shares, all of which taxes and expenses shall be paid
by the Company, and such Warrant Shares 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 that 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.


 




    	3



    	 		 



    

 


 (iv).  Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 


 (v).
 Notice of Automatic Exercise.
The Company shall promptly deliver to the Holder by facsimile or email a notice setting forth a brief statement of the facts triggering
such automatic exercise and procedures required to cancel the Warrants and effect issuance of Warrant Shares, if any.


 


 (e). Holder’s
Exercise Limitations. 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 issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and
any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution
Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence,
for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, 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. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a
Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic
or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a
more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
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 this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.


 




    	4



    	 		 



    

 


 3.   Certain
Adjustments.


 


 (a).  Stock
Splits. If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding shares of Common Stock
into a larger number of shares, (ii) combines (including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares or (iii) 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 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 such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification.


 


 (b).   Calculations.
All calculations under this Section 3 shall be made to the nearest whole 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.


 


 (c).
 Notice to Holder.


 


●
Adjustment to Warrant Shares. Whenever the number of Warrant Shares issuable upon exercise
of this Warrant is adjusted, pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by
facsimile or email a notice setting forth the resulting adjustment to the number of Warrant Shares and setting forth a brief statement
of the facts requiring such adjustment.


 


 4.  Transfer
of Warrant.


 


 (a).   Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without
limitation, any registration rights) 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. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the
Holder delivers an assignment form to the Company assigning this Warrant full. 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.


 




    	5



    	 		 



    

 


 (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 either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable
state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder
or transferee of this Warrant, as the case may be, compliance with applicable securities laws, as determined by the Company’s
counsel.


 


 5.  Miscellaneous.


 


 (a).  No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the 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 (which, in the case of the Warrant, shall not include the posting of any
bond), 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.


 




    	6



    	 		 



    

 


 (d).   Authorized
Shares.


 


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 issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.
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 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).


 


Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction thereof.


 


 (e).
 Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be determined in accordance with the laws of the State of Delaware.


 


 (f).
 Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the
earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile or e-mail at or prior to
5:30 p.m. (Eastern time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile or e-mail on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading
Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service
or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses for such notices and communications
shall be, for the Company, as set forth in the Company’s most recent SEC Report or provided by the Company’s Secretary
from time to time and, for a Holder, as set forth in the Company’s books and records, which may be updated by Holder from
time to time by notice to the Company’s Secretary. To the extent that any notice provided constitutes, or contains, material,
non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to
a Current Report on Form 8-K.


 


 (g). 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.


 




    	7



    	 		 



    

 


 (h). Amendment.
This Warrant may be modified or amended by the Company in its sole discretion for correction of typographical errors. This Warrant
may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. This Warrant
also may be modified or amended or the provisions hereof waived with the written consent of the Company and the holders of Warrants
representing a majority of the Warrant Shares issuable under Warrants then outstanding as of the date such consent is sought;
provided, however, that (i) no such amendment shall adversely affect any Holder differently than it affects all other Holders,
unless such Holder consents thereto and (ii) no amendment may increase the Exercise Price, decrease the number of shares or class
of shares obtainable upon exercise of this Warrant or decrease the time period in which this Warrant can be exercised without
the written consent of the Holder.


 


 (i).
 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.


 


 (j).
 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.


 


 (k).
 Acceptance. Receipt of this Warrant by the Holder shall
constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


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


 


(Signature
Page Follows)


 




    	8



    	 		 



    

 


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.


 


	 	CEMTREX,
    Inc.
	 	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 




    	9



    	 		 



    

 


NOTICE
OF EXERCISE


 


To:
CEMTREX, INC.


 


 1. The
undersigned hereby elects to purchase ________ (increments of at least one (1) only) 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 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:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ___________________________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: _____________________________________________________


 


Name
of Authorized Signatory: _______________________________________________________________________


 


Title
of Authorized Signatory: ________________________________________________________________________


 


Date:
___________________________________________________________________________________________


 




    	10



    	 		 



    

 


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:_____________________	 


 




    	11