FORM OF WARRANT AGREEMENT
NUMBER WARRANTS
ELITE PHARMACEUTICALS, INC.
COMMON STOCK PURCHASE WARRANTS
CUSIP 28659T 119
THIS CERTIFIES THAT _______________ IS THE OWNER OF ___________
OR REGISTERED ASSIGNS, IS ENTITLED TO PURCHASE ONE FULLY PAID AND NONASSESSABLE
SHARE OF ELITE PHARMACEUTICALS, INC., A DELAWARE CORPORATION (HEREIN CALLED THE
COMPANY) FOR EACH TWO WARRANTS EVIDENCED BY THIS CERTIFICATE FOR $6.00 PER SHARE
DURING THE PERIOD COMMENCING UPON THE FIRST DAY THAT THE COMMON STOCK TRADES AND
EXPIRING NOVEMBER 30, 2002, UPON ITS SURRENDER, AND PAYMENT OF THE PURCHASE
PRICE AT THE AGENTS OFFICE, 000 XXXXXXXXXX XXX., XXXXXX, XXX XXXXXX 00000
SUBJECT TO THE FOLLOWING CONDITIONS: 1. THE EXERCISE PRICE IS PAYABLE IN CASH,
CERTIFIED CHECK OR BANK DRAFT; 2. ADJUSTMENTS IN THE EXERCISE PRICE OR NUMBER OF
SHARES ISSUABLE WILL BE MADE FOR STOCK SPLITS, RECAPITALIZATION, MERGER,
CONSOLIDATION OR OTHER EVENT AFFECTING WARRANT HOLDERS INTEREST, ADJUSTMENTS FOR
THE STATED EVENT WILL MAINTAIN THE WARRANT HOLDER'S SAME RELATIVE POSITION TO
THE COMPANY AS EXISTED PRIOR TO EXERCISE. 3. 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
ON THE BACK OF THIS CERTIFICATE, IF THE EXERCISED SHARES ARE LESS THAN THE TOTAL
NUMBER OF WARRANTS CONTAINED IN THIS CERTIFICATES, THE HOLDER WILL BE ISSUED A
NEW CERTIFICATE GIVING CREDIT FOR THE UNEXERCISED WARRANTS. 4. NO FRACTIONAL
SHARS WILL BE ISSUED UPON EXERCISE. THE COMPANY WILL PAY HOLDERS THE
PROPORATIONATE PURCHASE PRICE FOR ANY FRACTIONAL SHARES ARISING THROUGH
ADDJUSTMENTS. 5. THIS CERTIFICATE CONTAINS ALL THE WARRANT AND RIGHTS OF THE
WARRANT HOLDERS. 6. THE HOLDER OR HIS AUTHORIZED AGENT IS ENTITLED OT EXCHANGE
THIS CERTIFICATE FOR NEW. 7. HOLDERS CAN REGISTER OR TRANSFER CERTIFICATES AT
THE WARRANT AGENT'S PRINCIPAL OFFICE AFTER PAYMENT OF FEES AND APPLICABLE TAXES.
NEW CERTIFICATES WILL BE EQUIVALENT TO THE OLD AND TOTALING THE WARRANTS ISSUED
TO THE HOLDER OR HIS TRANSFEREE IN EXCHANGE FOR THE OLD, AND CONTAINING THE SAME
TERMS AND WARRANT AMOUNTS. 8. PRIOR TO PRESENTMENT FOR REGISTRATION OR TRANSFER,
THE COMPANY AND WARRANT AGENT MAY TREAT THE REGISTERED WARRANT HOLDER AS THE
ABSOLUTE OWNER OF THIS CERTIFICATE FOR EXERCISE, TRANSFER OR ANY OTHER PURPOSE
AND NEITHER THE COMPANY NOR THE WARRANT AGENT SHALL BE AFFECTED BY ANY NOTICE IN
WRITING TO THE CONTRARY. 9. 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. 10. THIS WARRANT IS NOT
EXERCISABLE BEYOND THE EXPIRATION DATE SHOWN ABOVE UNLESS EXTENDED IN WRITING BY
THE COMPANY. FAILURE TO EXERCISE SOME OR ALL WARRANTS WITHIN THE TIME PERIOD
VOIDS THEM.
DATED:________
ELITE PHARMACEUTICALS, INC.
SECRETARY
PRESIDENT
COUNTERSIGNED
JERSEY TRANSFER AND TRUST CO.
000 XXXXXXXXXX XXX. (P.O. BOX 36)
VERONA, NJ 07044
TRANSFER AGENT
AUTHORIZED SIGNATURE
