NUMBER WARRANTS
ELITE PHARMACEUTICALS, INC.
CLASS C COMMON STOCK PURCHASE WARRANTS
THIS CERTIFIES THAT:
IS ENTITLED TO PURCHASE ONE FULLY PAID AND NONASSESSEABLE SHARE OF ELITE
PHARMACEUTICALS, INC., A DELAWARE CORPORATION (HEREINAFTER CALLED THE
"COMPANY"), FOR EACH WARRANT EVIDENCED BY THIS CERTIFICATE FOR US$5.00 PER SHARE
(THE "PURCHASE PRICE") ON OR PRIOR TO NOVEMBER 30, 2005 (THE "EXPIRATION DATE")
UPON ITS SURRENDER AND THE PAYMENT OF THE PURCHASE PRICE AT THE OFFICE OF THE
TRANSFER AGENT FOR THE COMMON STOCK OF THE COMPANY AT 201 BLOOMFIELD AVE VERONA,
NEW JERSEY, 07044, SUBJECT TO THE FOLLOWING CONDITIONS:
1. THE EXERCISE PRICE IS PAYABLE IN CASH, CERTIFIED CHECK OR BANK DRAFT.
2. SUBJECT TO THE PROVISIONS OF PARAGRAPH 4 HEREOF, THIS WARRANT MAY BE
EXCHANGED FOR A NUMBER OF WARRANTS OF THE SAME TENOR AS THIS WARRANT FOR THE
PURCHASE IN THE AGGREGATE OF THE SAME NUMBER OF SHARES OF COMMON STOCK OF THE
COMPANY AS ARE PURCHASABLE UPON THE EXERCISE OF THIS WARRANT, UPON SURRENDER
HEREOF AT THE OFFICE OF THE COMPANY OR THE TRANSFER AGENT OF THE COMPANY'S
COMMON STOCK WITH WRITTEN INSTRUCTIONS AS TO THE DENOMINATIONS OF THE WARRANTS
TO BE ISSUED IN EXCHANGE. IF THIS WARRANT IS EXERCISED FOR LESS THAN ALL THE
SHARES PURCHASABLE UPON THE EXERCISE HEREOF, THE HOLDER SHALL BE ENTITLED TO
RECEIVE A NEW WARRANT OR WARRANTS OF THE SAME TENOR AS THIS WARRANT FOR THE
PURCHASE IN THE AGGREGATE OF THE NUMBER OF SHARES IN RESPECT OF WHICH THIS
WARRANT SHALL NOT HAVE BE EXERCISED.
3. THE NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY PURCHASABLE ON THE
EXERCISE OF THIS WARRANT AND THE EXERCISE PRICE PER SHARE SHALL BE INCREASED OR
DECREASED PROPORTIONATELY, AS THE CASE MAY BE, WITHOUT CHANGE IN THE AGGREGATE
EXERCISE PRICE, IN CASE OF THE PAYMENT BY THE COMPANY IN SHARES OF COMMON STOCK
OF DIVIDENDS ON THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY OR IN CASE
OF THE SUBDIVISION OR COMBINATION OF THE OUTSTANDING SHARES OF COMMON STOCK OF
THE COMPANY. IN CASE THE COMPANY IS REORGANIZED, OR MERGED OR CONSOLIDATED WITH
ANOTHER CORPORATION, THE HOLDER OF THIS WARRANT SHALL BE ENTITLED THEREAFTER
UPON THE EXERCISE HEREOF TO RECEIVE THE NUMBER AND KIND OF SECURITIES OF SUCH
REORGANIZED, MERGED OR CONSOLIDATED CORPORATION WHICH HE WOULD HAVE BEEN
ENTITLED TO RECEIVE IN CONNECTION WITH SUCH REORGANIZATION, MERGER OR
CONSOLIDATION IF THE HOLDER HAD BEEN A HOLDER OF THE NUMBER OF SHARES OF COMMON
STOCK OF THE COMPANY PURCHASABLE UPON THE EXERCISE HEREOF IMMEDIATELY PRIOR TO
THE TIME SUCH REORGANIZATION, MERGER OR CONSOLIDATION BECAME EFFECTIVE. IN NO
EVENT SHALL THE COMPANY BE REQUIRED TO MAKE ANY ADJUSTMENT THEREFOR.
4. THE HOLDER OF THIS WARRANT SHALL NOT BE ENTITLED TO ANY RIGHTS OF A
SHAREHOLDER OF THE COMPANY IN RESPECT OF ANY WARRANT SHARES UNTIL SUCH SHARES
HAVE BEEN PAID FOR IN FULL AND ISSUED TO SUCH HOLDER. AS SOON AS PRACTICABLE
AFTER SUCH EXERCISE, THE COMPANY SHALL DELIVER A CERTIFICATE OR CERTIFICATES FOR
THE NUMBER OF FULL SHARES OF COMMON STOCK ISSUABLE UPON SUCH EXERCISE, ALL OF
WHICH SHALL BE FULLY PAID AND NON-ASSESSABLE, TO THE PERSON OR PERSONS ENTITLED
TO RECEIVE THE SAME.
5. WARRANT EXERCISE REQUIRES APPROPRIATE COMPLETION OF THE "ELECTION TO
PURCHASE" PRINTED ON THE BACK OF THIS CERTIFICATE. IF THE EXERCISED SHARES ARE
LESS THAN THE TOTAL NUMBER OF WARRANTS CONTAINED IN THE THIS CERTIFICATE, THE
HOLDER WILL BE ISSUED A NEW CERTIFICATE GIVING CREDIT FOR THE UNEXERCISED
WARRANTS.
6. NO FRACTIONAL SHARES WILL BE ISSUED UPON EXERCISE. THE COMPANY WILL PAY THE
HOLDER THE PROPORTIONATE PURCHASE PRICE FOR ANY FRACTIONAL SHARES ARISING
THROUGH ADJUSTMENTS.
7. PRIOR TO PRESENTMENT FOR REGISTRATION OR TRANSFER, THE COMPANY AND TRANSFER
AGENT FOR THE COMMON STOCK OF THE COMPANY MAY TREAT THE REGISTERED WARRANT
HOLDER AS THE ABSOLUTE OWNER OF THIS CERTIFICATE FOR EXERCISE, OR ANY OTHER
PURPOSE, AND NEITHER THE COMPANY NOR THE TRANSFER AGENT SHALL BE AFFECTED BY ANY
NOTICE IN WRITING TO THE CONTRARY.
8. IF THIS CERTIFICATE IS SURRENDERED FOR WARRANT EXERCISE WHILE THE COMPANY'S
TRANSFER BOOKS ARE CLOSED, SHARE CERTIFICATES WILL NOT BE ISSUED UNTIL THE BOOKS
ARE REOPENED FOR TRANSFER.
9. THIS WARRANT IS NOT EXERCISABLE BEYOND THE EXPIRATION DATE SHOWN ABOVE UNLESS
EXTENDED IN WRITING BY THE COMPANY OR PURSUANT TO THE TERMS OF THE SETTLEMENT
AGREEMENT, AS AMENDED, REFERRED TO ON THE BACK OF THIS CERTIFICATE. FAILURE TO
EXERCISE SOME OR ALL WARRANTS WITHIN THE TIME PERIOD VOIDS THEM.
COUNTERSIGNED:
DATED: JERSEY TRANSFER & TRUST CO.
201 BLOOMFIELD AVENUE (P.O. BOX 36), VERONA, NJ 07044
TRANSFER AGENT
ELITE PHARMACEUTICALS, INC.
AUTHORIZED SIGNATURE
SECRETARY CHIEF EXECUTIVE OFFICER
THE WARRANTS AND SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS OF A SETTLEMENT AGREEMENT, DATED OCTOBER 23, 2002, AND THE
AMENDMENT DATED AS OF SEPTEMBER 3, 2003, THERETO BETWEEN THE COMPANY AND THE
ORIGINAL HOLDERS OF THE WARRANTS, INCLUDING THE NONASSIGNABILITY OF THIS WARRANT
EXCEPT BY OPERATION OF LAW, COPIES OF WHICH MAY BE INSPECTED AT THE OFFICES OF
THE COMPANY.
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant, and to purchase thereunder,
____________ shares of Common Stock provided for therein and tenders herewith
payment of the purchase price in full to the order of the Company and requests
that certificates for such shares shall be issued in the name of
________________________________________________________________________________
(Please Print)
______________________
______________________
SOCIAL SECURITY NUMBER
and be delivered to ____________________________________________________________
(Name)
at______________________________________________________________________________
(Street Address) (City) (State) (Zip Code)
and, if said number of shares shall not be all the shares purchasable
thereunder, that a new Warrant for the balance remaining of the shares
purchasable under the within Warrant be registered in the name of, and
delivered, to the undersigned at the address stated below.
Name of Warrantholder:__________________________________________________________
(Please Print)
Address:________________________________________________________________________
(Street)
________________________________________________________________________________
(City) (State) (Zip Code)
Dated:___________________, 2003 Signature:_________________________________
Note: The above signature must
correspond with the name as
written upon the face of this
Warrant or with the name of the
assignee appearing in the
assignment form below in every
particular without alteration or
enlargement or any change
whatever.