Exhibit 4.1

FORM OF SUBSCRIPTION RIGHTS CERTIFICATE

Rights Certificate No.: _________ Number of Rights: ________

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE CEMTREX, INC. (THE “COMPANY”) PROSPECTUS, DATED _________, 2016 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM Okapi Partners LLC, the information agent for the rights offering.

CEMTREX, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

EVIDENCING Non-Transferable SUBSCRIPTION RIGHTS TO PURCHASE

______ UNITS

SUBSCRIPTION PRICE: $10.00 PER UNIT

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON _________, 2016, UNLESS EXTENDED OR THE RIGHTS OFFERING IS TERMINATED BY CEMTREX, INC.

REGISTERED OWNER: ______________________________

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of subscription rights set forth above. Each right entitles the holder thereof, to subscribe for and purchase, at the subscription price of $10.00, one unit, consisting of one share of our Series 1 Preferred Stock, par value $0.001 per share, and two Series 1 Warrants, with each Series 1 Warrant entitling the holder to purchase one share of common stock, par value $0.001 per share, of the Company that expires on ___________ at an exercise price of $____ per share, pursuant to a rights offering, on the terms and subject to the conditions set forth in the Prospectus and the “Instructions for Use of Cemtrex, Inc. Subscription Rights Certificates” accompanying this Subscription Rights Certificate, which we refer to herein as the basic subscription privilege.

If any of the units available for purchase in the rights offering are not purchased by other holders of rights pursuant to the exercise of their basic subscription privilege, any stockholder that fully exercises its basic subscription privilege may also exercise an over-subscription privilege to purchase additional units that remain unsubscribed at the expiration of the rights offering, if any, subject to the availability and pro-rata allocation of units among stockholders exercising this over-subscription privilege. The rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each right subscribed for pursuant to the over-subscription privilege, in addition to the payment due for units purchased through your basic subscription privilege, in accordance with the “Instructions for Use of Cemtrex, Inc. Subscription Rights Certificates” that accompany this Subscription Rights Certificate.

The subscription rights evidenced by this Subscription Rights Certificate may not be transferred or sold. The subscription rights will not be listed for trading on any stock exchange or market.

IN WITNESS WHEREOF, the Company has caused this Subscription Rights Certificate to be duly executed under their corporate seals.

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

FOR DELIVERY BY HAND DELIVERY, FIRST CLASS MAIL OR COURIER SERVICE:

Continental Stock Transfer & Trust Company

17 Battery Place, 8^th Floor

New York, NY 10004

Attn: Corporate Actions Department

DELIVERY OTHER THAN IN THE MANNER OR TO THE ADDRESSES LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY

FORM 1 - EXERCISE OF SUBSCRIPTION RIGHTS

To subscribe for units pursuant to your basic subscription privilege, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for units pursuant to your over-subscription privilege, please also complete line (b) and sign under Form 3 below.

(a)            I apply for              ______ units             x $10.00                 = $ ________

(No. of units)        (subscription price)         (payment)

If you have exercised your basic subscription privilege in full and wish to subscribe for additional units pursuant to your over-subscription privilege:

(b)            I apply for             ______ units              x $10.00                 = $ ________

(No. of units)        (subscription price)            (payment)

(c)            Total Amount of Payment Enclosed = $ __________

METHOD OF PAYMENT (CHECK ONE)

FORM 2 - DELIVERY TO DIFFERENT ADDRESS

If you wish for the shares of our Series 1 Preferred Stock, as well as the Series 1 Warrants, underlying the units to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.

______________________________________________________________________________

FORM 3 - SIGNATURE

I acknowledge that I have received the Prospectus for this rights offering and I hereby irrevocably subscribe for the number of units indicated above on the terms and conditions specified in the Prospectus.

IMPORTANT:     The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 4 - SIGNATURE GUARANTEE

This form must be completed if you have completed Form 2.

SIGNATURE GUARANTEED:

IMPORTANT:     The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.