EXHIBIT 4.2

[FORM OF SERIES 1 PREFERRED STOCK CERTIFICATE]

[FACE OF SECURITY]

SERIES 1 PREFERRED STOCK

CEMTREX, INC.

PAR VALUE $0.001 PER SHARE

SEE REVERSE SIDE FOR CERTAIN TERMS AND DEFINITIONS

This Certifies that ________________________ is the owner of ___________________________________ fully paid and non-assessable Shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized 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 to be sealed with the Seal of the Corporation.

[REVERSE OF SECURITY]

The designations, rights, privileges, restrictions, preferences and other terms and provisions of the shares of Series 1 Preferred Stock of the Corporation (the “Preferred Stock”) represented hereby are issued and shall in all respects be subject to the provisions of the Certificate of Designation of the Corporation dated __________, 2016, as the same may be corrected, supplemented or amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Corporation will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Corporation at its principal place of business.

Dividends on each share of Preferred Stock shall be payable at a rate per annum as provided in the Certificate of Designation. The shares of Preferred Stock are not convertible into the Corporation’s Common Stock.

This certificate and the shares of Preferred Stock represented hereby shall be held subject to all of the provisions of the Certificate of Incorporation and the Bylaws of the Corporation and any amendments thereto, including the Certificate of Designation, copies of which are on file at the office of the Corporation and made a part hereof as though the provisions of said Certificate of Incorporation and Bylaws were imprinted in full on this certificate, to all of which the holder of this certificate, by acceptance hereof, assents and agrees to be bound.

The Corporation will furnish without charge to each stockholder who so requests in writing, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock and the qualifications, limitations or restrictions of such preferences and/or rights.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. Additional abbreviations may also be used though not in the list.

represented by the within Certificate, and hereby irrevocably constitutes and appoints _____________________________ _________________________________________________________________ Attorney to transfer the said

shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated, ______________________________
In presence of________________________________________