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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC