NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND APPLICABLE STATE SECURITIES LAWS 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 THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN COMPLIANCE WITH APPLICABLE LAWS AND IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

HI-TECH PHARMACAL CO., INC.

ADDITIONAL INVESTMENT RIGHT

Additional Investment Right No. [            ]                                                                                       Dated: July 17, 2003

HI-TECH PHARMACAL CO., INC. a Delaware corporation (the COMPANY), hereby certifies that, for value received, [NAME OF HOLDER] or its registered assigns (the HOLDER), is entitled to purchase from the Company up to a total of [NUMBER OF SHARES] shares of common stock, $0.01 par value per share (the COMMON STOCK), of the Company (each such share, an ADDITIONAL INVESTMENT RIGHT SHARE and all such shares, the ADDITIONAL INVESTMENT RIGHT SHARES) at an exercise price equal to $29.21 per share (as adjusted from time to time as provided in Section 9, the EXERCISE PRICE), at any time and from time to time from and after the date hereof and through and including the 90th Trading Day following the Effective Date (the EXPIRATION DATE), subject to the following terms and conditions. This Additional Investment Right (this ADDITIONAL INVESTMENT RIGHT) is one of a series of similar additional investment rights issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the PURCHASE AGREEMENT). All such additional investment rights are referred to herein, collectively, as the ADDITIONAL INVESTMENT RIGHTS.

1.    Definitions.    In addition to the terms defined elsewhere in this Additional Investment Right, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.

2.    Registration of Additional Investment Right.    The Company shall register this Additional Investment Right, upon records to be maintained by the Company for that purpose (the ADDITIONAL INVESTMENT RIGHT REGISTER), in the name of the Holder (which

shall include the initial Holder or, as the case may be, any registered assignee to which this Additional Investment Right is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder as the absolute owner of this Additional Investment Right for the purpose of any exercise hereof, any distribution in respect hereof and for all other purposes, absent actual notice to the contrary.

3.    Transfers.    The Company shall register the assignment or transfer of all or any portion of this Additional Investment Right in the Additional Investment Right Register, upon surrender of this Additional Investment Right, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified in the Purchase Agreement. Upon any such registration or transfer, a new additional investment right to purchase Common Stock, in substantially the form of this Additional Investment Right (any such new additional investment right, a NEW ADDITIONAL INVESTMENT RIGHT), evidencing the portion of this Additional Investment Right so transferred shall be issued to the transferee and a New Additional Investment Right evidencing the remaining portion of this Additional Investment Right not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Additional Investment Right by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Additional Investment Right that the Holder has in respect of this Additional Investment Right.

4.    Exercise and Duration of Additional Investment Right.

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