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 2,187,500 Shares of Common Stock of

     

    ORAMED
PHARMACEUTICALS INC.

     

    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value
received, Attara Fund, Ltd.
(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 fifth anniversary of the Initial Exercise Date (the
“Termination Date”) but not thereafter, to subscribe for and purchase from
Oramed Pharmaceuticals Inc. a Nevada corporation (the “Company”), up to
2,187,500 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
December 21, 2010, among the Company and the purchasers signatory
thereto.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    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 at the headquarters of the Company (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 hereunder and the date of such purchases.  The
Company shall deliver any objection to any Notice of Exercise Form within three
Business Days of receipt of such notice.  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 $0.50, subject to adjustment hereunder (the “Exercise
Price”).

     

    (c)           Cashless
Exercise.  If, after the Effectiveness Deadline, at the time of
exercise hereof there is no effective registration statement registering all of
the Warrant Shares for
resale by the Holder into the market from time to time, then, at the election of the Holder,
this Warrant may also be exercised by means of a “cashless exercise” by
which the Holder authorizes the Company to withhold from issuance a number of
shares of Common Stock issuable upon such exercise of this Warrant which, when
multiplied by the Fair Market Value of the Common Stock, is equal to the
aggregate Exercise Price (and such withheld shares shall no longer be issuable
under this Warrant).  For purposes hereof, “Fair Market Value”
means:

     

    (i) if
the Common Stock is then listed or quoted on a securities exchange (the “Trading
Market”), the volume weighted average price of the Common Stock for the five
trading days immediately prior to
(but not including) the date of delivery of the Exercise Notice Form on
the Trading Market on which the Common Stock is then listed or quoted for
trading as reported by Bloomberg Financial L.P. (based on a trading day on the
Trading Market from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
time); (ii) if the Common Stock is not then listed or quoted for trading on
the Trading Market but is quoted for trading on the OTC Bulletin Board, the
volume weighted average price of the Common Stock for such period on the OTC
Bulletin Board; (iii) if the Common Stock is not then quoted for trading on the
OTC Bulletin Board and if prices for the Common Stock are then reported in the
“Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency
succeeding to its functions of reporting prices), the average of the last sale
price over the five trading day period immediately prior to (but not including) the
date of delivery of the Exercise Notice Form; or (iv) in all other cases,
the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Board of Directors of the Company and
reasonably acceptable to the Holder. If the Holder shall elect to effect a
cashless exercise and clause (i) or (ii) above shall be applicable, then the
Exercise Notice Form shall be accompanied by a copy of a print-out of the
Bloomberg screen showing the Fair Market Value of the Common Stock, certified as
true and correct by the Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d)          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, so long as the certificates therefor
are not required to bear a legend regarding restriction on
transferability, and otherwise by physical
delivery to the address specified by the Holder in the Notice of Exercise within
three (3) 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 (or cashless exercise, if permitted) and all
taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(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)        Rescission Rights. If
the Company fails to deliver to the Holder a certificate or certificates
representing the Warrant Shares by the close of business on the third Trading
Day after the Warrant Share Delivery Date, then the Holder will have the right
to rescind such exercise by providing written notice that is received by the
Company prior to the issuance of the Warrant Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (v)         Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise. In addition to any
other rights available to the Holder, if the Company fails to deliver to the
Holder a certificate representing the Warrant Shares pursuant to an exercise by
the close of business on the third Trading Day after the Warrant Share Delivery
Date, and if after such date the Holder is required to purchase (in an open
market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a prior sale by the Holder of the Warrant Shares which the
Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall within three Trading Days after the Holder’s request and in the Holder’s
discretion, either (1) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock less the aggregate Exercise Price (the “Buy-In Price”), at which
point the Company’s obligation to deliver such certificate (and to issue such
Common Stock), solely with respect to such exercise, shall terminate or (2)
promptly honor its obligation to deliver to the Holder a certificate
representing such Common Stock and pay cash to the Holder in an amount equal to
the excess (if any) of the Buy-In-Price over the product of (A) such number of
shares of Common Stock, times (B) the closing price on the date of the event
giving rise to the Company’s obligation to deliver such certificates. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.

     

    (vi)        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.

     

    (vii)       Charges, Taxes and
Expenses.  Issuance and delivery of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax,
withholding tax, transfer agent fee or other incidental tax or 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.

     

    (e)           Closing of
Books.  The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (f)           Limitations on
Exercise. Notwithstanding anything to the contrary herein, the Company
shall not effect the exercise of this Warrant, and the Holder shall not have the
right to exercise this Warrant, to the extent that after giving effect to such
exercise, such Person (together with such Person’s Affiliates) would
beneficially own in excess of 9.9% (the “Maximum Percentage”) of the shares of
Common Stock outstanding immediately after giving effect to such
exercise.  For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such Person and its
Affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by such Person and its Affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company beneficially owned by such Person and its Affiliates (including,
without limitation, any convertible notes or convertible shares, options or
warrants) that is subject to a limitation on conversion or exercise analogous to
the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended. For purposes of this Warrant, in determining the number of outstanding
shares of Common Stock, the Holder may rely on the number of outstanding shares
of Common Stock as reflected in the most recent of (1) the Company’s most recent
Form 10-Q,  Form 10-K or other public filing with the Securities and
Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or its transfer agent
setting forth the number of shares of Common Stock outstanding. For any reason
at any time, upon the written or oral request of the Holder, the Company shall
within two (2) Trading Days confirm to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder and its
Affiliates since the date as of which such number of outstanding shares of
Common Stock was reported. By written notice to the Company, the Holder may from
time to time increase or decrease the Maximum Percentage to any other percentage
specified in such notice; provided that (i) any such increase will not be
effective until the sixty-first (61st) day after such notice is delivered to the
Company, and (ii) any such increase or decrease will apply only to the Holder.
The provisions of this paragraph shall be construed, corrected and implemented
in a manner so as to effectuate the intended beneficial ownership limitation
herein contained. The limitations contained in this paragraph shall apply to any
successor Holder of this Warrant.

     

    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 or equity
equivalent securities payable in shares of Common Stock (which, for avoidance of
doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of Warrant), (B) subdivides outstanding shares of Common Stock into a
larger number of shares, or (C) combines (including by way of reverse stock
split) outstanding shares of Common Stock into a smaller number of shares, then
in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to this Section 3(a)
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a
subdivision or combination.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Reclassification
Transaction.  In the event of a reclassification or
reorganization of the outstanding shares of the Common Stock of the Company at
any time while this Warrant is outstanding, including, without limitation, as a
result of a merger or consolidation, the Company shall thereafter deliver at the
time of purchase of Warrant Shares under this Warrant and in lieu of the number
of Warrant Shares in respect of which the right to purchase is then being
exercised, the number of shares of the Company of the appropriate class or
classes resulting from said reclassification or reclassifications as the Holder
would have been entitled to receive in respect of the number of Warrant Shares
in respect of which the right of purchase hereunder is then being exercised had
the right of purchase been exercised before such reclassification or
reorganization.

     

    (c)           Adjustments for Other
Dividends and Distributions.  In the event the Company, at any
time or from time to time while this Warrant is outstanding, shall make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in securities of
the Company (other than shares of Common Stock) or in cash or other property
(other than cash out of earnings or earned surplus, determined in accordance
with generally accepted accounting principles), then and in each such event
provision shall be made so that the Holder shall receive upon exercise hereof,
in addition to the number of shares of Common Stock issuable hereunder, the kind
and amount of securities of the Company and/or cash and other property to which
the Holder would have been entitled to receive had this Warrant been exercised
into Common Stock on the date of such event and had the Holder thereafter,
during the period from the date of such event to and including the Exercise
Date, retained any such securities receivable, giving application to all
adjustments called for during such period under this Section 3 with respect to
the rights of the Holder, provided, however, (x) in the event that the holders
of Common Stock have received options, warrants or rights that have expired
prior to the date of exercise of this Warrant, the Holder shall not be entitled
to receive such options, warrants or rights and (y) in the event of a
distribution consisting of cash as referred to above, the Exercise Price in
effect immediately prior to such distribution will be proportionately reduced by
the amount of the distribution per share of Common Stock such Holder would have
been entitled to receive had such Holder been the holder of record of such
Common Stock as of the date on which holders of Common Stock received or became
entitled to receive such cash distribution.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the
Company effects any merger or consolidation of the Company with or into another
Person, (B) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (C) any tender offer or
exchange offer is accepted by the holders of more than the 50% of the
outstanding shares of Common Stock (not including any Common Stock held by the
Person or Persons making or party to, or associated or affiliated with the
Persons making or party to, such tender or exchange offer), or (D) the Company
effects any reclassification of the Warrant Shares or any compulsory share
exchange (other than a share split or reverse share split) pursuant to which the
Warrant Shares are effectively converted into or exchanged for other securities,
cash or property (in any such case, a “Fundamental Transaction”), then, upon any
subsequent exercise of this Warrant, the Holder shall have the right to receive,
for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the
option of the Holder, (a) upon exercise of this Warrant, the number of shares of
stock, or other securities or property of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable upon or as a result of
such reorganization, reclassification, merger, consolidation or disposition of
assets by a Holder to which the Holder would have been entitled if the Holder
had exercised its rights pursuant to the Warrant immediately prior thereto or
(b) if the Company is acquired in an all cash transaction in which the per share
consideration payable to the holders of Common Stock is less than the Exercise
Price, cash equal to the value of this Warrant as determined in accordance with
the Black-Scholes option pricing formula.  For purposes of any such
exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one Warrant Share in such
Fundamental Transaction, and the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration.  If
holders of Warrant Shares are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental Transaction.  To
the extent necessary to effectuate the foregoing provisions, any successor to
the Company or surviving entity in such Fundamental Transaction shall issue to
the Holder a new warrant consistent with the foregoing provisions and evidencing
the Holder’s right to exercise such warrant into Alternate Consideration. The
terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply
with the provisions of this Section 3(d) and insuring that this Warrant (or any
such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.

     

    (e)           Anti-dilution
Adjustments. If, at any time while this Warrant is outstanding, the
Company shall issue or sell any Common Stock for a consideration per share less
than the Exercise Price then in effect, or shall issue or sell any options,
warrants or other rights (including, without limitation, securities convertible
into or exercisable for Common Stock) for the purchase or acquisition of such
shares at a consideration per share of less than the Exercise Price then in
effect, the Exercise Price shall be reduced to an amount equal to the per share
consideration payable to the Company in such sale or issuance.  The
consideration per share payable to the Company in a sale or issuance of options,
warrants or other rights for the purchase or acquisition of shares of Common
Stock shall be determined by dividing:  (A) the total amount, if any,
received or receivable by the Company as consideration for the sale or issue of
such options, warrants or other rights, plus the minimum aggregate amount of
additional consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent adjustment of
such consideration) payable to the Company upon the exercise of such options,
warrants or other rights or conversion or exercise of such other rights, by (B)
the maximum number of shares of Common Stock (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the exercise of such
options, warrants or other rights or conversion or exercise of such other
rights.  In case any portion of the consideration to be received by
the Company shall be in a form other than cash, the fair market value of such
non-cash consideration, as determined in good faith by the Board of Directors of
the Company, shall be utilized to determine the consideration per share. The
foregoing adjustment shall not apply in any of the following scenarios: (i) any
issuances of securities to directors, officers or employees of the Company or a
wholly owned subsidiary thereof in their capacity as such in the ordinary course
pursuant to an incentive plan approved by the Board of Directors of the Company;
(ii) any issuances of securities having a Fair Market Value of up to $1,000,000
in the aggregate to service providers of the Company or a wholly owned
subsidiary thereof in bona fide, arm's length transactions in consideration for
services provided; (iii) any issuances of securities having a Fair Market Value
of up to $6,000,000 in the aggregate to investors during the one-year period
commencing on the date hereof; and (iv) any issuances of Common Stock pursuant
to options or warrants to purchase Common Stock that are outstanding prior to
the date hereof. 


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (f)           Voluntary Adjustment By
Company.  The Company may at any time during the term of this
Warrant reduce the then current Exercise Price to any amount and for any period
of time deemed appropriate by the Board of Directors of the Company.


     

    (g)          Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant
to of this Section 3, the number of shares issuable upon exercise of this
Warrant shall be proportionately adjusted so that after such adjustment the
aggregate Exercise Price payable hereunder for the increased or decreased number
of Warrant Shares shall be the same as the aggregate Exercise Price in effect
immediately prior to such adjustment.

     

    (h)          Calculations. All
calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3,
the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding
treasury shares, if any) issued and outstanding.

     

    (i)           Notice to
Holders.

     

    (i)           Adjustment to Exercise
Price.  Whenever the Exercise Price is adjusted pursuant to any
provision of this Section 3, the Company shall promptly mail to each Holder a
notice setting forth the Exercise Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.

     

    (ii)          Notice to Allow Exercise by
Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Stock; (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Common
Stock; (C) the Company shall authorize the granting to all holders of the Common
Stock rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights; (D) the approval of any stockholders of the
Company shall be required in connection with any reclassification of the Common
Stock, any consolidation or merger to which the Company is a party, any sale or
transfer of all or substantially all of the assets of the Company, of any
compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property; (E) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the affairs of the
Company; then, in each case, the Company shall notify the Holder at least 10
calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Common
Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their
shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share
exchange; provided that the failure to mail such notice or any defect therein or
in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice.  Any such notice or
information published via international wire or furnished to or filed with the
U.S. Securities and Exchange Commission shall satisfy this notice
requirement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
4.            Transfer of
Warrant.

     

    (a)          Transferability.  Subject
to compliance with any applicable securities laws and the conditions set forth
in Section 4(d) hereof and to the provisions of Section 5.7 of the Purchase
Agreement, this Warrant and all rights hereunder (including, without limitation,
any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned, may be exercised by a new holder for the purchase
of Warrant Shares without having a new Warrant issued.

     

    (b)          New
Warrants.  This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 4(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

     

    (c)          Warrant
Register.  The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the
contrary.

     

    (d)          Transfer
Restrictions.  If, at the time of the surrender of this Warrant
in connection with any transfer of this Warrant, the transfer of this Warrant
shall not be registered pursuant to an effective registration statement under
the Securities Act and under applicable state securities or blue sky laws, the
Company may require, as a condition of allowing such transfer (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written opinion of counsel (which opinion shall be in form, substance and
scope customary for opinions of counsel in comparable transactions) to the
effect that such transfer may be made without registration under the Securities
Act and under applicable state securities or blue sky laws, (ii) that the holder
or transferee execute and deliver to the Company an investment letter in form
and substance acceptable to the Company and (iii) that the transferee be an
“accredited investor” as defined in Regulation D under the Securities Act or a
qualified institutional buyer as defined in Rule 144A under the Securities
Act.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
5.            Miscellaneous.

     

    (a)          No Rights as Shareholder
Until Exercise.  This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise hereof. Upon the surrender of this Warrant and the payment of the
aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed
to be issued to such Holder as the record owner of such shares as of the close
of business on the later of the date of such surrender or payment.

     

    (b)          Loss, Theft, Destruction or
Mutilation of Warrant. The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     

    (c)          Saturdays, Sundays,
Holidays, etc.  If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not
be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.

     

    (d)          Authorized
Shares.

     

    The
Company covenants that during the period the Warrant is outstanding, it will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant. The Company further covenants that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market upon which the Common Stock may be
listed.

     

    Except
and to the extent waived or consented to by the Holder, the Company shall not by
any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (e)          Jurisdiction.  All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the
Purchase Agreement.

     

    (f)           Restrictions.  The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.

     

    (g)          Nonwaiver and
Expenses. No course of dealing or any delay or failure to exercise any
right hereunder on the part of Holder shall operate as a waiver of such right or
otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the
fact that all rights hereunder terminate on the Termination Date. If the Company
willfully and knowingly fails to comply with any provision of this Warrant,
which results in any damages to the Holder, and if the Holder shall prevail
against the Company in a final non-appealable court judgment, the Company shall
pay to Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.

     

    (h)          Notices.  Any
notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be delivered in accordance with the notice
provisions of the Purchase Agreement.

     

    (i)           Limitation of
Liability.  No provision hereof, in the absence of any
affirmative action by Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

     

    (j)           Remedies. Holder, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights
under this Warrant, without duplication. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Warrant and hereby agrees to waive and
not to assert the defense in any action for specific performance that a remedy
at law would be adequate.

     

    (k)          Successors and
Assigns.  Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of Holder. The provisions of this Warrant are intended to be
for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (l)           Amendment.  This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.

     

    (m)         Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law,  but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.

     

    (n)          Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

     

    
      
        	 
      	
                ORAMED
      PHARMACEUTICALS INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Nadav Kidron

              
	 
      	
                Name:  Nadav
      Kidron

              
	 
      	
                Title:   Chief
      Executive Officer

              
	
                Dated:
      January 10, 2011

              	 
      	 
      


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    NOTICE OF
EXERCISE

    


    
      	
              TO: 

            	
              Oramed
      Pharmaceuticals Inc.

            


    

    
      	
               
      

            	
              Hi-Tech
      Park 2/5

            


    

    
      	
               
      

            	
              Givat-Ram

            


    

    
      	
               
      

            	
              PO
      Box 39098

            


    

    Jerusalem
91390 Israel

    Attn:
Nadav Kidron

    


    (1)          The
undersigned hereby elects to purchase __________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.

     

    (2)          Payment
shall take the form of (check applicable box):

     

    [  ]
in lawful money of the United States; or

     

    [ ] the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in Section 2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in Section 2(c). [Attached hereto is a
true and correct copy of a print-out of the Bloomberg screen showing the Fair
Market Value of the Common Stock, as defined therein.]

     

    (3)          Please
issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:

     

    _________________________________________

     

    The
Warrant Shares shall be delivered to the following:

     

    __________________________________________

    __________________________________________

    __________________________________________

     

    (4)          Accredited
Investor.  The undersigned is an “accredited investor” as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    [SIGNATURE
OF HOLDER]

    


    Name of
Investing Entity: __________________________________________

    Signature
of Authorized Signatory of Investing Entity:
_______________________________

    Name of
Authorized Signatory: __________________________________________

    Title of
Authorized Signatory: ___________________________________________

    Date:
_______________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ASSIGNMENT
FORM

     

    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

     

    FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to whose address is
__________________________________________________________________________________________
__________________________________

     

    Dated:
_____________________

     

    Holder’s
Signature: __________________________

    


    Holder’s
Address: _________________________

     _________________________

     _________________________

    


    Signature
Guaranteed: _____________________________

    


    NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.