ohrp_ex101.htm


    Exhibit 10.15

     

     

    
      
        	
                Void
      after _______, 2015   

              	 	Warrant No.
      H-______


      

       

    

     

    This
Warrant and any shares acquired upon the exercise of this Warrant have not been
registered under the Securities Act of 1933.  This Warrant and such
shares may not be sold or transferred in the absence of such registration or an
exemption therefrom under said Act.  This Warrant and such shares may
not be transferred except upon the conditions specified in this Warrant, and no
transfer of this Warrant or such shares shall be valid or effective unless and
until such conditions shall have been complied with.

     

    


    OHR
PHARMACEUTICAL, INC.

     

    CLASS H
REDEEMABLE PURCHASE WARRANT

    


    Ohr
Pharmaceutical, Inc., a Delaware corporation (the “Company”), having its
principal office at 1245 Brickyard Rd., #590, Salt Lake City,
Utah  84106, hereby certifies that, for value received,
___________________, or assigns, is entitled, subject to the terms set forth
below, to purchase from the Company at any time on or from time to time after
the Commencement Date (as defined below) and before 5:00 P.M., New York City
time, on January __, 2015, or as extended in accordance with the terms hereof
(the “Expiration
Date”), ______________ fully paid and non-assessable shares of Common
Stock of the Company, at the initial Purchase Price per share (as defined below)
of $0.55.  The number and character of such shares of Common Stock and
the Purchase Price per share

     

    Background.   The Company agreed to issue warrants to
purchase an aggregate of up to __________ shares of Common Stock (subject to
adjustment as provided herein) (the “Warrants”), as replacement warrants to
investors exercising warrants in connection with the Class F Warrant Redemption
letter dated December 16, 2009.

    


    As used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:

     

    “Additional Assets”
has the meaning set forth in Section 7.

     

    “Common Stock” shall
mean stock of the Company of any class (however designated) whether now or
hereafter authorized, which generally has the right to participate in the voting
and in the distribution of earnings and assets of the Company without limit as
to amount or percentage, which as of the date of this Warrant shall mean the
Company’s Common Stock, no par value per share.

     

     “Company” includes the
Company and any corporation which shall succeed to or assume the obligations of
the Company hereunder. The term “corporation” shall
include an association, joint stock company, business trust, limited liability
company or other similar organization.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Commencement Date”
means the Original Issue Date.

     

    “Convertible
Securities” means (i) options to purchase or rights to subscribe for
Common Stock, (ii) securities by their terms convertible into or exchangeable
for Common Stock or (iii) options to purchase or rights to subscribe for such
convertible or exchangeable securities.

     

    “Exchange Act” means
the Securities Exchange Act of 1934 as the same shall be in effect at the
time.

     

    “Excluded Stock” shall
mean (i) all shares of Common Stock issued or issuable to employees, directors
or consultants pursuant to any equity compensation plan that is in effect on the
date of this Warrant, (ii) all shares of Common Stock issued or issuable to
employees or directors pursuant to any equity compensation plan approved by the
stockholders of the Company after the date of this Warrant, (iii) all shares of
Common Stock issued or issuable to employees, directors or consultants as bona
fide compensation for business services rendered, not compensation for
fundraising activities, (iv) all shares of Common Stock issued or issuable to
bona fide leasing companies, strategic partners, or major lenders, (v) all
shares of Common Stock issued or issuable as the purchase price in a bona fide
acquisition or merger (including reasonable fees paid in connection therewith)
or (vi) all Warrant Shares (as defined in the Subscription Agreement),
Additional Warrants (as defined in the Subscription Agreement) and shares issued
upon conversion or exercise of other Convertible Securities outstanding on the
date hereof.

     

    “Fair Market Value” of
assets or securities (other than Common Stock) shall mean the fair market value
as reasonably determined by the Board of Directors of the Company in good faith
in accordance with generally accepted accounting principles.

     

    “Holder” means any
record owner of Warrants or Underlying Securities.

     

    “Market Price” at any
date shall be deemed to be (i) if the principal trading market for such
securities is The Nasdaq SmallCap Market or another exchange, the high reported
sale price per share of Common Stock on the date immediately before the date of
determination, (ii) if the principal market for the Common Stock is the
over-the-counter market, the high reported sale price per share of Common Stock
on the date immediately before the date of determination or, (iii) if the Common
Stock is not quoted by such over-the-counter market, the average of the mean of
the bid and asking prices per share on such trading day as set forth in the
National Quotation Bureau sheet listing such securities for such
day.  Notwithstanding the foregoing, if there is no reported high sale
price, as the case may be, reported on the trading day preceding the event
requiring a determination of Market Price hereunder, then the Market Price shall
be the average of the high bid and asked prices for such day; and if there is no
reported high bid and asked prices, as the case may be, reported on the trading
day preceding the event requiring a determination of Market Price hereunder,
then the Market Price shall be determined in good faith by resolution of the
Board of Directors of the Company, based on the best information available to it
or in the event of a dispute of the determination of the Board of Directors of
the Company provided in clause (b) above, by arbitration in accordance with the
rules then standing of the American Arbitration Association, before a single
arbitrator to be chosen by the Company and reasonably acceptable to a majority
in interest of the holders of Warrants from a panel of persons qualified by
education and training to pass on the matter to be decided.

     

    
      
        
        

      

      
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    “Merger” has the
meaning set forth in the Subscription Agreement.

     

    “New Purchase Price”
has the meaning set forth in Section 7.

     

    “Offering” has the
meaning set forth in the Background of this Warrant.

     

    “Options” means
rights, warrants or options to subscribe for, purchase or otherwise acquire
Common Stock.

     

    “Original Issue Date”
means January__, 2010.

     

    “Other Securities”
refers to any stock (other than Common Stock) and other securities of the
Company or any other person (corporate or otherwise) which the Holders of the
Warrants at any time shall be entitled to receive, or shall have received, upon
the exercise of the Warrants, in lieu of or in addition to Common Stock, or
which at any time shall be issuable or shall have been issued in exchange for or
in replacement of Common Stock or Other Securities pursuant to Section 6 or
otherwise.

     

    “Purchase Price per
share” means $0.55 per share, as adjusted from time to time in accordance
with the terms hereof.

     

    “Ratchet Issuance” has
the meaning set forth in Section 7.

     

    “Ratchet Price” means
$0.18 per share as adjusted from time to time in the same manner as adjustments
to the Purchase Price per Share set forth in Section 5.

     

    “Registered” and
“registration”
refer to a registration effected by filing a registration statement in
compliance with the Securities Act, to permit the disposition of Common Stock
(or Other Securities) issued or issuable upon the exercise of Warrants, and any
post-effective amendments and supplements filed or required to be filed to
permit any such disposition.

     

    “Securities Act” means
the Securities Act of 1933 as the same shall be in effect at the
time.

     

    “Underlying
Securities” means any Common Stock or Other Securities issued or issuable
upon exercise of Warrants.

     

    “Warrant” means, as
applicable, this Warrant or each right as set forth in this Warrant to purchase
one share of Common Stock, as adjusted.

     

    
      
        
        

      

      
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    1. Registration,
etc.  The Holder shall have the rights to registration of
Underlying Securities issuable upon exercise of the Warrants that are set forth
in the Subscription Agreement.

     

    2. Sale or Exercise Without
Registration.  If, at the time of any exercise, transfer or
surrender for exchange of a Warrant or of Underlying Securities previously
issued upon the exercise of Warrants, such Warrant or Underlying Securities
shall not be registered under the Securities Act, the Company may require, as a
condition of allowing such exercise, transfer or exchange, that the Holder or
transferee of such Warrant or Underlying Securities, as the case may be, furnish
to the Company an opinion of counsel, reasonably satisfactory to the Company, to
the effect that such exercise, transfer or exchange may be made without
registration under the Securities Act, provided that the disposition thereof
shall at all times be within the control of such Holder or transferee, as the
case may be, and provided further that nothing contained in this Section 2 shall
relieve the Company from complying with its obligations concerning registration
of Underlying Securities pursuant to the Subscription Agreement.

     

    3. Exercise
of Warrant.

     

    3.1. Exercise in
Full.  Subject to the provisions hereof, this Warrant may be
exercised in full by the Holder hereof by surrender of this Warrant, with the
form of subscription at the end hereof duly executed by such Holder, to the
Company at its principal office accompanied by payment, in cash or by certified
or official bank check payable to the order of the Company, in the amount
obtained by multiplying the number of shares of Common Stock issuable upon
exercise of this Warrant by the Purchase Price per share, after giving effect to
all adjustments through the date of exercise.

     

    3.2. Partial
Exercise.  Subject to the provisions hereof, this Warrant may
be exercised in part by surrender of this Warrant in the manner and at the place
provided in Section 3.1 except that the amount payable by the Holder upon any
partial exercise shall be the amount obtained by multiplying (a) the number of
shares of Common Stock (without giving effect to any adjustment therein)
designated by the Holder in the subscription at the end hereof by (b) the
Purchase Price per share.  Upon any such partial exercise, the Company
at its expense will forthwith issue and deliver to or upon the order of the
Holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock equal (without giving effect to any
adjustment therein) to the number of such shares called for on the face of this
Warrant minus the number of such shares designated by the Holder in the
subscription at the end hereof.

     

    3.3. Company to Reaffirm
Obligations.  The Company will, at the time of any exercise of
this Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights (including, without
limitation, any right to registration of the Underlying Securities) to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant, provided that if the
Holder of this Warrant shall fail to make any such request, such failure shall
not affect the continuing obligation of the Company to afford such Holder any
such rights.

     

    
      
        
        

      

      
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    3.4. Certain
Exercises.  If an exercise of a Warrant or Warrants is to be
made in connection with a registered public offering or sale of the Company,
such exercise may, at the election of the Holder, be conditioned on the
consummation of the public offering or sale of the Company, in which case such
exercise shall not be deemed effective until the consummation of such
transaction.

     

    4. Delivery of Stock
Certificates, etc., on Exercise.  As soon as practicable after
the exercise of this Warrant in full or in part, and in any event within three
business days after delivery or surrender of all documents and instruments
required to be delivered or surrendered to the Company for such exercise,
including payment of the exercise price in cash or securities in accordance with
this Warrant, the Company at its own expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct, a certificate or certificates for the
number of fully paid and non-assessable shares of Common Stock or Other
Securities to which such Holder shall be entitled upon such exercise, plus, in
lieu of any fractional share to which such Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then current Market Price of one
full share, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such
exercise pursuant to Section 5 or otherwise.

     

    5. Adjustment for Dividends in
Other Stock, Property, etc.; Reclassification, etc.  In case at
any time or from time to time after the Original Issue Date the holders of
Common Stock (or, if applicable, Other Securities) shall have received, or (on
or after the record date fixed for the determination of stockholders eligible to
receive) shall have become entitled to receive, without payment
therefor:

     

    (a) other or
additional stock or other securities or property (other than cash) by way of
dividend, or

     

    (b) any cash
paid or payable (including, without limitation, by way of dividend),
or

     

    (c) other or
additional stock or other securities or property (including cash) by way of
spin-off, split-up, reclassification, recapitalization, combination of shares or
similar corporate rearrangement,

     

    then, and
in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 3, shall be entitled to receive the amount of stock and
other securities and property (including cash in the cases referred to in
subdivisions (b) and (c) of this Section 5 which such Holder would hold on the
date of such exercise if on the Original Issue Date such Holder had been the
Holder of record of the number of shares of Common Stock called for on the face
of this Warrant and had thereafter, during the period from the Original Issue
Date to and including the date of such exercise, retained such shares and all
such other or additional stock and other securities and property (including cash
in the cases referred to in subdivisions (b) and (c) of this Section 5
receivable by such Holder as aforesaid) during such period, giving effect to all
adjustments called for during such period by Sections 6 and 7
hereof.  If the number of shares of Common Stock outstanding at any
time after the date hereof is decreased by a combination or reverse stock split
of the outstanding shares of Common Stock, the Purchase Price per share shall be
increased, and the number of shares of Common Stock purchasable under this
Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.

     

    
      
        
        

      

      
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    6. Reorganization,
Consolidation, Merger, etc.  In case the Company after the
Original Issue Date shall (a) effect a reorganization, (b) consolidate with or
merge into any other person or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, the
Holder of this Warrant, upon the exercise hereof as provided in Section 3 at any
time after the consummation of such reorganization, consolidation or merger or
the effective date of such dissolution, as the case may be, shall be entitled to
receive (and the Company shall be entitled to deliver), in lieu of the
Underlying Securities issuable upon such exercise prior to such consummation or
such effective date, the stock and other securities and property (including
cash) to which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant immediately prior thereto, all subject to further
adjustment thereafter as provided in Sections 5 and 7 hereof. The Company shall
not effect any such reorganization, consolidation, merger or sale, unless prior
to or simultaneously with the consummation thereof, the successor corporation
resulting from such consolidation or merger or the corporation purchasing such
assets or the appropriate corporation or entity shall assume, by written
instrument, the obligation to deliver to each Holder the shares of stock, cash,
other securities or assets to which, in accordance with the foregoing
provisions, each Holder may be entitled to and all other obligations of the
Company under this Warrant. In any such case, if necessary, the provisions set
forth in this Section 6 with respect to the rights thereafter of the Holders
shall be appropriately adjusted so as to be applicable, as nearly as may
reasonably be, to any Other Securities or assets thereafter deliverable on the
exercise of the Warrants.

     

    7. Other
Adjustments.

     

    7.1. General.  Other
than as set forth in Sections 5 and 6, if, on or before the second anniversary
of the Original Issue Date, the Company shall issue any Common Stock other than
Excluded Stock for a consideration per share (determined as set forth below)
less than the Ratchet Price per share in effect immediately prior to the
issuance of such Common Stock (the “Ratchet Issuance”),
the Purchase Price per share in effect immediately prior to each issuance shall
forthwith be reduced to a new Purchase Price per share determined by dividing
(x) the sum of (I) the consideration received by the Company in such issue less
(II) the Fair Market Value of any securities or other assets transferred by the
Company in units or otherwise together with such Common Stock (“Additional Assets”),
by (y) the number of shares of Common Stock (not including shares issuable upon
conversion or exercise of Additional Assets) issued in the Ratchet Issuance (the
“New Purchase
Price”).

     

    7.2.  Convertible
Securities.  (a)  In case the Company shall issue or
sell any Convertible Securities (including without limitation Additional
Assets), other than Excluded Stock, there shall be determined the price per
share for which Common Stock is issuable upon the conversion or exchange
thereof, such determination to be made by dividing (i) the total amount received
or receivable by the Company as consideration for the issue or sale of such
Convertible Securities, plus the then current aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by (ii) the maximum number of shares of Common Stock of the Company
issuable upon the conversion or exchange of all of such Convertible
Securities.

     

    
      
        
        

      

      
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    (b) If the
price per share so determined shall be less than the applicable Purchase Price
per share, then such issue or sale shall be deemed to be an issue or sale for
cash (as of the date of issue or sale of such Convertible Securities) of such
maximum number of shares of Common Stock at the price per share so determined,
provided that, if such Convertible Securities shall by their terms provide for
an increase or increases or decrease or decreases, with the passage of time, in
the amount of additional consideration, if any, to the Company, or in the rate
of exchange, upon the conversion or exchange thereof, the adjusted Purchase
Price per share shall, forthwith upon any such increase or decrease becoming
effective, be readjusted to reflect the same, and provided further, that upon
the expiration of such rights of conversion or exchange of such Convertible
Securities, if any thereof shall not have been exercised, the adjusted Purchase
Price per share shall forthwith be readjusted and thereafter be the price which
it would have been had an adjustment been made on the basis that the only shares
of Common Stock so issued or sold were issued or sold upon the conversion or
exchange of such Convertible Securities, and that they were issued or sold for
the consideration actually received by the Company upon such conversion or
exchange, plus the consideration, if any, actually received by the Company for
the issue or sale of all of such Convertible Securities which shall have been
converted or exchanged.

     

    7.3. Rights and
Options.  (a)  In case the Company shall grant any
rights or options to subscribe for, purchase or otherwise acquire Common Stock,
other than Excluded Stock, there shall be determined the price per share for
which Common Stock is issuable upon the exercise of such rights or options, such
determination to be made by dividing (i) the total amount, if any, received or
receivable by the Company as consideration for the granting of such rights or
options, plus the then current amount of additional consideration payable to the
Company upon the exercise of such rights or options, by (ii) the maximum number
of shares of Common Stock of the Company issuable upon the exercise of such
rights or options.

     

    (b) If the
price per share so determined shall be less than the applicable Purchase Price
per share, then the granting of such rights or options shall be deemed to be an
issue or sale for cash (as of the date of the granting of such rights or
options) of such maximum number of shares of Common Stock at the price per share
so determined, provided that, if such rights or options shall by their terms
provide for an increase or increases or decrease or decreases, with the passage
of time, in the amount of additional consideration payable to the Company upon
the exercise thereof, the adjusted Purchase Price per share shall, forthwith
upon any such increase or decrease becoming effective, be readjusted to reflect
the same, and provided, further, that upon the expiration of such rights or
options, if any thereof shall not have been exercised, the adjusted Purchase
Price per share shall forthwith be readjusted and thereafter be the price which
it would have been had an adjustment been made on the basis that the only shares
of Common Stock so issued or sold were those issued or sold upon the exercise of
such rights or options and that they were issued or sold for the consideration
actually received by the Company upon such exercise, plus the consideration, if
any, actually received by the Company for the granting of all such rights or
options, whether or not exercised.

     

    
      
        
        

      

      
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    7.4. Other Securities. If
any event occurs as to which the provisions of this Warrant are strictly
applicable and the application thereof would not fairly protect the rights of
the Holders in accordance with the essential intent and principles of such
provisions, then the Company shall make such adjustments in the application of
such provisions, in accordance with such essential intent and principles, as the
Board of Directors, in good faith, determines to be reasonably necessary to
protect such rights as aforesaid.  In case at any time or from time to
time the Company shall take any action in respect of its Common Stock, other
than any action described in Sections 5, 6 and 7, then, unless such action will
not have a materially adverse effect upon the rights of the Holders, the number
of shares of Common Stock or other stock for which this Warrant is exercisable
and the Purchase Price per share shall be adjusted in such manner as the Board
of Directors, in good faith, determines to be equitable in the
circumstances.  In furtherance and not in limitation of the foregoing,
if any event occurs of the type contemplated by Section 7 but not expressly
provided for by such Section (including, without limitation, the granting of
stock appreciation rights, phantom stock rights or other rights or arrangements
with equity features), then the Company’s Board of Directors shall make an
appropriate adjustment in the Purchase Price per share and the number of shares
of Common Stock or Other Securities issuable upon the exercise of a Warrant so
as to protect the rights of the Holders of such Warrants.  No
adjustment made pursuant to this Section 7 shall increase the Purchase Price per
share or decrease the number of shares of Common Stock or Other Securities
issuable upon exercise of the Warrants.

     

    8. Further
Assurances.  The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable shares of stock upon the exercise of all Warrants
from time to time outstanding.

     

    9. Officer’s Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable upon the exercise of
the Warrants, the Company at its expense will promptly cause its Chief Financial
Officer to compute such adjustment or readjustment in accordance with the terms
of the Warrants and prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, and the number of shares of Common Stock outstanding or
deemed to be outstanding, including a statement of: (a) the consideration
received or receivable by the Company for any additional shares of Common Stock
(or Other Securities) issued or sold or deemed to have been issued or sold; (b)
the number of shares of Common Stock (or Other Securities) outstanding or deemed
to be outstanding; and (c) the Purchase Price and the number of shares of Common
Stock to be received upon exercise of this Warrant, in effect immediately prior
to such adjustment or readjustment and as adjusted or readjusted as provided in
this Warrant.  The Company will forthwith mail a copy of such
certificate to each Holder.

     

    
      
        
        

      

      
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    10. Notices of Record Date,
etc.  In the event of

     

    (a) any
taking by the Company of a record of its stockholders for the purpose of
determining the stockholders thereof who are entitled to receive any dividend or
other distribution, or any right to subscribe for, purchase or otherwise acquire
any shares of stock of any class or any other securities or property, or to
receive any other right, or for the purpose of determining stockholders who are
entitled to vote in connection with any proposed capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all the assets of the Company to
or consolidation or merger of the Company with or into any other person,
or

     

    (b) any
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
or

     

    (c) any
proposed issue or grant by the Company of any Common Stock, Convertible
Securities or any other securities, or any right or option to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities (other than the issue of Common Stock on the exercise of the
Warrants),

     

    then and
in each such event the Company will mail or cause to be mailed to each Holder of
a Warrant a notice specifying (i) the date on which any such record is to be
taken for the purpose of such dividend, distribution or right, and stating the
amount and character of such dividend, distribution or right, (ii) the date on
which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any, as of which the Holders of record of Underlying Securities
shall be entitled to exchange their shares of Underlying Securities for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up and (iii) the amount and character of any
stock or other securities, or rights or options with respect thereto, proposed
to be issued or granted, the date of such proposed issue or grant and the
persons or class of persons to whom such proposed issue or grant and the persons
or class of persons to whom such proposed issue or grant is to be offered or
made.  Such notice shall be mailed at least 20 days prior to the date
therein specified.

     

    11. Reservation of Stock, etc.,
Issuable on Exercise of Warrants.  The Company will at all
times reserve and keep available, solely for issuance and delivery upon the
exercise of the Warrants, all shares of Common Stock (or Other Securities) from
time to time issuable upon the exercise of the Warrants.

     

    12. Listing on Securities
Exchanges; Registration; Issuance of Certain Securities.

     

    12.1. In
furtherance and not in limitation of any other provision of this Warrant, during
any period of time in which the Company’s Common Stock is listed on The Nasdaq
SmallCap Market or any other national securities exchange, the Company will, at
its expense, simultaneously list on The Nasdaq SmallCap Market or such exchange,
upon official notice of issuance upon the exercise of the Warrants, and maintain
such listing, all shares of Common Stock from time to time issuable upon the
exercise of the Warrants; and the Company will so list on The Nasdaq SmallCap
Market or any other national securities exchange, will so register and will
maintain such listing of, any Other Securities if and at the time that any
securities of like class or similar type shall be listed on The Nasdaq SmallCap
Market or any other national securities exchange by the Company.

     

    
      
        
        

      

      
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    12.2. Until the
shares issuable upon exercise of this Warrant have been resold publicly pursuant
to a registration statement or under Rule 144, the Company shall not issue any
(a) Convertible Securities or similar securities that contain a provision that
provides for any change or determination of the applicable conversion price,
conversion rate, or exercise price (or a similar provision which might have a
similar effect) based on the Market Price or any other determination of the
market price or value of the Company’s securities or any other market based or
contingent standard, such as so-called “toxic” or “death spiral” convertible
securities; provided, however, that this prohibition shall not include
Convertible Securities or similar securities the conversion or exercise price or
conversion rate of which is fixed on the date of issuance or subject to
adjustment based upon the issuance by the Company of additional securities,
including without limitation, standard anti-dilution adjustment provisions which
are not based on calculations of the Market Price or other variable valuations;
and provided, further, that in no event shall this provision be deemed to
prohibit the transactions contemplated in the Offering; or (b) any preferred
stock, debt instruments or similar securities or investment instruments
providing for (i) preferences or other payments substantially in excess of the
original investment by purchasers thereof or (ii) dividends, interest or similar
payments other than dividends, interest or similar payments computed on an
annual basis and not in excess, directly or indirectly, of the lesser of a rate
equal to (A) twice the interest rate on 10 year US Treasury Notes and (B)
20%.

     

    13. Exchange of
Warrants.  Subject to the provisions of Section 2 hereof, upon
surrender for exchange of any Warrant, properly endorsed, to the Company, as
soon as practicable (and in any event within three business days) the Company at
its own expense will issue and deliver to or upon the order of the Holder
thereof a new Warrant or Warrants of like tenor, in the name of such Holder or
as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct, calling in the aggregate on the face or faces thereof for the number
of shares of Common Stock called for on the face or faces of the Warrant or
Warrants so surrendered.

     

    14. Replacement of
Warrants.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of any Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in the
case of any such mutilation, upon surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new
Warrant of like tenor.

     

    15. Warrant
Agent.  The Company may, by written notice to each Holder of a
Warrant, appoint an agent (the “Warrant Agent”)
having an office in New York, New York, for the purpose of issuing Common Stock
(or Other Securities) upon the exercise of the Warrants pursuant to Section 3,
exchanging Warrants pursuant to Section 13, replacing Warrants pursuant to
Section 14, redeeming Warrants pursuant to Section 22, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such agent.

     

    
      
        
        

      

      
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    16. Remedies.  The
Company stipulates that the remedies at law of the Holder of this Warrant in the
event of any default or threatened default by the Company in the performance of
or compliance with any of the terms of this Warrant are not and will not be
adequate, and that such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.

     

    17. Negotiability,
etc.  Subject to Section 2 above, this Warrant is issued upon
the following terms, to all of which each Holder or owner hereof by the taking
hereof consents and agrees:

     

    (a) subject
to the provisions hereof, title to this Warrant may be transferred by
endorsement (by the Holder hereof executing the form of assignment at the end
hereof) and delivery in the same manner as in the case of a negotiable
instrument transferable by endorsement and delivery;

     

    


    (b) subject
to the foregoing, any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of his equities or rights in this Warrant in favor of each such bona fide
purchaser and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby; and

     

    (c) until
this Warrant is transferred on the books of the Company, the Company may treat
the registered Holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.

     

    18. Notices,
etc.  All notices and other communications from the Company to
the Holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such Holder, or, until an address is so furnished, to
and at the address of the last Holder of this Warrant who has so furnished an
address to the Company.

     

    19. Miscellaneous.  This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the Company and the Holders of
outstanding Warrants to purchase a majority of the shares of Common Stock
underlying all the outstanding Warrants.  This Warrant is being
delivered in the State of New York and shall be construed and enforced in
accordance with and governed by the laws of such State.  The headings
in this Warrant are for purposes of reference only, and shall not limit or
otherwise affect any of the terms hereof.

     

    
      
        
        

      

      
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    20. Assignability.  Subject
to Section 2 hereof, this Warrant is fully assignable at any time.

     

    21. Amendments.  This
Warrant may not be amended, modified or terminated, and no rights or provisions
may be waived, except with (a) the written consent of the Holder and the Company
or (b) in the event that all Warrants issued under the Unit Subscription
Agreement are to be amended in like fashion, a majority in interest of the
holders of all such Warrants and the Company.

     

    22. Redemption Of
Warrant.

     

    22.1. Redemption Price.
Warrants may be redeemed at the option of the Company, beginning six months
after the Original Issue Date following a period of 10 consecutive trading days
where the Market Price of the Common Stock exceeds $1.10, on notice as set forth
in Section 22.2 , and at a redemption price equal to $.01 per
Warrant.

     

    22.2. Notice of
Redemption.  In the case of any redemption of Warrants, the
Company or a Warrant Agent in the name of and at the expense of the Company
shall give notice of such redemption to the holders of the Warrants to be
redeemed as hereinafter provided in this Section 22.2. Notice of redemption to
the holders of Warrants shall be given by mailing by first-class mail a notice
of such redemption within 10 business days following the 10 consecutive trading
day period referenced in Section 22.1 and not less than 30 days prior to the
date fixed for redemption.  Any notice which is given in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the holder receives the notice.  In any case, failure duly to
give such notice, or any defect in such notice, to the holder of any Warrant
shall not affect the validity of the proceedings for the redemption of Warrants
represented by any other Warrant.  Each such notice shall specify the
date fixed for redemption, the place of redemption and the redemption price of
$.01 at which each Warrant is to be redeemed, and shall state that payment of
the redemption price of the Warrants will be made on surrender of the Warrants
at such place of redemption, and that if not exercised by the close of business
on the date fixed for redemption, the exercise rights of the Warrants identified
for redemption shall expire unless extended by the Company.  Such
notice shall also state the current Exercise Price and the date on which the
right to exercise the Warrants will expire unless extended by the
Company.

     

    22.3. Payment of Warrants on
Redemption; Deposit of Redemption Price.  If notice of
redemption shall have been given as provided in Section 22.2, the redemption
price of $.01 per Warrant shall, unless the Warrant is theretofore exercised
pursuant to the terms hereof, become due and payable on the date and at the
place stated in such notice.  On and after such date of redemption,
provided that cash sufficient for the redemption thereof shall then be deposited
by the Company with the Warrant Agent or a bank located in New York having more
than $250,000,000 in assets for that purpose, the exercise rights of the
Warrants identified for redemption shall expire.  On presentation and
surrender of Warrants at such place of payment in such notice specified, the
Warrants identified for redemption shall be paid and redeemed at the redemption
price of $.01 per Warrant. Prior to the date fixed for redemption, the Company
shall deposit with the Warrant Agent an amount of money sufficient to pay the
redemption price of all the Warrants identified for redemption.  Any
monies which shall have been deposited with the Warrant Agent or such bank for
redemption of Warrants and which are not required for that purpose by reason of
exercise of Warrants shall be repaid to the Company upon delivery to the Warrant
Agent or such bank of evidence satisfactory to it of such exercise.

     

    
      
        
        

      

      
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        	 	OHR PHARMACEUTICAL, INC.	 
	 	 	 	 
	
                Dated:
      January ___, 2010

              	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 
	Attest:___________________________	 	
                 

                 

                 

              	 


      



    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    FORM OF
SUBSCRIPTION

     

    (To be
signed only upon exercise of Warrant)

    


    To: Ohr
Pharmaceutical, Inc.

     

    The undersigned, the Holder of the
within Warrant, hereby irrevocably elects to exercise the purchase right
represented by such Warrant for, and to purchase thereunder, shares of Common
Stock of Ohr Pharmaceutical, Inc., and herewith makes payment
therefor:

     

    (i) of
$          *    or

     

    (ii) by surrender of the
number of Warrants included in the within Warrant required for full exercise
pursuant to Section 3.3 of the Warrant, and
requests that the certificates for such shares be issued in the name of, and
delivered to, ___________________, whose address is
_______________________.

     

     

    Dated:

     

    
      	 	 	 
	 	(Signature must
      conform in all respects to name 

              of
      Holder as specified on the face of the Warrant)

            	 
	 	 	 
	 	    (Address)	 


    

     

    
 

    
      	
              *

            	
              Insert
      here the number of shares called for on the face of the Warrant (or, in
      the case of a partial exercise, the portion thereof as to which the
      Warrant is being exercised), in either case without making any adjustment
      for additional Common Stock or any other stock or other securities or
      property or cash which, pursuant to the adjustment provisions of the
      Warrant, may be deliverable upon
exercise.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    FORM OF
ASSIGNMENT

    (To be
signed only upon transfer of Warrant)


    


    
    

    


    
    

    


    For value received, the undersigned
hereby sells, assigns and transfers unto _________________________ the right
represented by the within Warrant to purchase _________ of Common Stock of
Ohr

     

    Pharmaceutical,
Inc.  to which the within Warrant relates, and appoints
______________________________ Attorney to transfer such right on the books of
Ohr Pharmaceutical, Inc. with full power of substitution in the 

     

    premises.  The
Warrant being transferred hereby is one of the Warrants issued by Ohr
Pharmaceutical, Inc. as of _________, 2010 to purchase an aggregate of up to
_________ shares of Common Stock.

    


    Dated:_______________

                                 

    
    

     

    
      	 	 	 
	 	(Signature must
      conform in all respects to name 

              of
      Holder as specified on the face of the Warrant)

            	 
	 	 	 
	 	 	 
	 	(Address)	 


    

     

    
    

     

     

    ____________________________________________
Signature
guaranteed by a Bank

    or Trust
Company having its

    principal
office in New York City

    or by a
Member Firm of the New

    York or
American Stock Exchange

    


    
      
        
        

      

      
        15