EX-4.1 4 c48180_ex4-1.txt SERIES C 8% CONVERTIBLE PREFERRED STOCK NUMBER SHARES ------------ ------------ XXXXXXXXXXXX XXXXXXXXXXXX -------------------------------------------------------------------------------- ELITE PHARMACEUTICALS, INC. ------------ INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ------------ ---------------------------------------------------- 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.