NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), 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,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.
COMMON STOCK PURCHASE WARRANT
To
Purchase ____________ Shares of Common Stock of
ORAMED
PHARMACEUTICALS INC.
THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, [
Name of Holder ]
(the “Holder”), is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after the date hereof (the “Initial
Exercise Date”) and on or prior to the close of business on
the third anniversary of the date hereof (the “Termination
Date”) but not thereafter, to subscribe for and purchase from
Oramed Pharmaceuticals I
nc.
a Nevada corporation (the “Company”), up to
_____________ shares (the “Warrant Shares”) of Common
Stock, par value $0.001 per share, of the Company (the
“Common Stock”). The purchase price of one share of
Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).
Section
1.
Definitions .
Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in that certain Securities Purchase
Agreement (the “Purchase Agreement”), dated July 14,
2008, among the Company and the purchasers signatory
thereto.
Section
2.
Exercise .
(a)
Exercise of Warrant .
Exercise of the purchase rights represented by this Warrant may be
made, in whole or in part, at any time or times on or after the
Initial Exercise
Date and on or before the Termination Date by delivery to the
Company of a duly executed facsimile copy of the Notice of Exercise
Form annexed hereto (or such other office or agency of the Company
as it may designate by notice in writing to the registered Holder
at the address of such Holder appearing on the books of the
Company); and within 5 Trading Days of the date said Notice of
Exercise is delivered to the Company, the Company shall have
received payment of the aggregate Exercise Price of the shares
thereby purchased by wire transfer or cashier’s check drawn
on a United States bank. Notwithstanding anything herein to the
contrary, the Holder shall not be required to physically surrender
this Warrant to the Company until the Holder has purchased all of
the Warrant Shares available hereunder and the Warrant has been
exercised in full in which case, the Holder shall surrender this
Warrant to the Company for cancellation within 5 Trading Days of
the date the final Notice of Exercise is delivered to the Company.
Partial exercises of this Warrant resulting in purchases of a
portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company
shall maintain records showing the number of Warrant Shares
purchased and the date of such purchases. The Company shall deliver
any objection to any Notice of Exercise Form within ten Business
Days of receipt of such notice. In the event of any dispute or
discrepancy, the records of the Company shall be controlling and
determinative in the absence of manifest error. The Holder and any
assignee, by acceptance of this Warrant, acknowledge and agree
that, by reason of the provisions of this paragraph, following the
purchase of a portion of the Warrant Shares hereunder, the number
of Warrant Shares available for purchase hereunder at any given
time may be less than the amount stated on the face
hereof.
(b)
Exercise Price .
The exercise price per share of the Common Stock under this Warrant
shall be $0.90, subject to adjustment hereunder (the
“Exercise Price”).
(c)
Mechanics of Exercise .
(i)
Authorization of Warrant Shares .
The Company covenants that all Warrant Shares which may be issued
upon the exercise of the purchase rights represented
by
this Warrant will, upon exercise of the purchase rights represented
by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by
the Company in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such
issue).
(ii)
Delivery of Certificates Upon Exercise .
Certificates for shares purchased hereunder shall be transmitted by
the transfer agent of the Company to the Holder
by crediting the account of the Holder’s prime broker with
the Depository Trust Company through its Deposit Withdrawal Agent
Commission (“DWAC”) system if the Company is a
participant in such system, and otherwise by physical delivery to
the address specified by the Holder in the Notice of Exercise
within 7 Trading Days from the delivery to the Company of the
Notice of Exercise Form, surrender of this Warrant (if required)
and payment of the aggregate Exercise Price as set forth above
(“Warrant Share Delivery Date”). This Warrant shall be
deemed to have been exercised on the date the Exercise Price is
received by the Company. The Warrant Shares shall be deemed to have
been issued, and Holder or any other person so designated to be
named therein shall be deemed to have become a holder of record of
such shares for all purposes, as of the date the Warrant has been
exercised by payment to the Company of the Exercise Price and all
taxes required to be paid by the Holder, if any, pursuant to
Section 2(c)(v) prior to the issuance of such shares, have been
paid.
(iii)
Delivery of New Warrants Upon Exercise .
If this Warrant shall have been exercised in part, the Company
shall, at the request of a Holder and upon surrender
of this Warrant certificate, at the time of delivery of the
certificate or certificates representing Warrant Shares, deliver to
Holder a new Warrant evidencing the rights of Holder to purchase
the unpurchased Warrant Shares called for by this Warrant, which
new Warrant shall in all other respects be identical with this
Warrant.
(iv)
No Fractional Shares or Scrip .
No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant. As to any
fraction
of a share which Holder would otherwise be entitled to purchase
upon such exercise, the Company shall at its election, either pay a
cash adjustment in respect of such final fraction in an amount
equal to such fraction multiplied by the Exercise Price or round up
to the next whole share.
(v)
Charges, Taxes and Expenses .
Issuance of certificates for Warrant Shares shall be made without
charge to the Holder for any issue or transfer tax or
other
incidental expense in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in
such name or names as may be directed by the Holder; provided,
however, that in the event certificates for Warrant Shares are to
be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and
the Company may require, as a condition thereto, the payment of a
sum sufficient to reimburse it for any transfer tax incidental
thereto.
Section
3.
Certain Adjustments .
(a)
Stock Dividends and Splits .
If the Company, at any time while this Warrant is outstanding: (A)
pays a stock dividend or otherwise make a distribution or
distributions
on shares of its Common Stock or any other equity
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