SERIES C 8% CONVERTIBLE PREFERRED STOCK
NUMBER SHARES
------------ ------------
XXXXXXXXXXXX XXXXXXXXXXXX
- --------------------------------------------------------------------------------
ELITE PHARMACEUTICALS, INC.
- ------------ INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ------------
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SEE REVERSE SIDE FOR
65,000,000 SHARES OF COMMON STOCK CERTAIN DEFINITIONS AND
PAR VALUE $0.01 PER SHARE LEGENDS
4,483,442 SHARES OF PREFERRED STOCK
PAR VALUE $0.01 PER SHARE
THIS CERTIFIES THAT __________________*S*P*E*C*I*M*E*N*__________________ IS THE
REGISTERED HOLDER OF _____________________*N*O*N*E*______________________ SHARES
FULLY PAID AND NON-ASSESSABLE SHARES OF
THE SERIES C 8% CONVERTIBLE PREFERRED STOCK, $0.01 PAR VALUE, OF
ELITE PHARMACEUTICALS, INC.
transferable only on the books of the Corporation by the holder hereof in
person or by 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 its Corporate Seal to be hereunto
affixed
_XXXXXXXXXXXXXXX_ this _XXXXXXXXXXXXXXX_ day of _XXXXXXXXXXXX_ A.D. 20_XX_
/s/ illegible /s/ illegible
ELITE PHARMACEUTICALS, INC.
SECRETARY CORPORATE SEAL PRESIDENT
1997
JERSEY TRANSFER AND TRUST CO. __XXXXXXXXXXXXXXXX__
201 BLOOMFIELD AVE. AUTHORIZED SIGNATURE
VERONA, NJ 07044 TRANSFER AGENT
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE 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 CONVERSION 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.
For Value Received, ______ hereby sell, assign and transfer unto
________________________________________________________________
_________________________________________________________ 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 ___________________________ 20 _____
In presence of
________________________________________________________________
NOTICE. THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.