c57846_ex4-1.htm







 

	

      NUMBER  

      XXXX  	INCORPORATED  UNDER THE
    LAWS OF THE STATE OF DELAWARE  

        

      

      ELITE PHARMACEUTICALS , INC. 

      SERIES E CONVERTIBLE PREFERRED STOCK	SHARES 

      XXXX  

      SEE REVERSE SIDE
      FOR 

CERTAIN  DEFINITIONS AND 

LEGENDS  



 

210,000,000 SHARES OF COMMON STOCK – PAR VALUE $0.01 PER SHARE

  

  4,483,442 SHARES OF PREFERRED STOCK – PAR VALUE $0.01 PER SHARE


*S*P*E*C*I*M*E*N


This is to Certify XXXX, is the owner of XXXX fully paid and
non-assessable shares of Series E Convertible Preferred Stock, par value $0.01 per share, of the above Corporation transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney, upon surrender
of this Certificate, properly endorsed. 


Witness ,  the seal of the Corporation and the signatures of its duly authorized officers.


Dated:   XXXX




	XXXX

    SECRETARY	 	XXXX

    PRESIDENT


















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

	TEN ENT
	—
	as tenants by the entireties

	JT TEN
	—
	as joint tenants with right of

	 
	 
	survivorship and not as tenants
    in common

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





For value received __ hereby sell, assign and transfer 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 represented by the within Certificate, and do
hereby irrevocably constitute and appoint ___________________________ 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                  




NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES. 


THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF
AND THE QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.