formofwarrant.htm


    
      

      

    



    EXHIBIT
10.2

    


    THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAW.  SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT OR THE ISSUER HAS
RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.  THESE SECURITIES AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

    


    


    


    DOR BIOPHARMA,
INC.

    


    


    


    Warrant for the Purchase of
Shares of

    Common
Stock

    


    No.                                                                                                

                                                                                Original
Issue Date January __, 2009

    


    


    FOR VALUE RECEIVED, DOR BIOPHARMA,
INC., a Delaware corporation (the "Company"), hereby certifies
that
___________________ (the “Holder”), is entitled to
purchase from the Company, at any time or from time to time commencing after the
Original Issue Date and expiring at 5:00 P.M., New York City time, on the fifth
(5th) anniversary after the Original Issue Date (as such date may be changed
pursuant to Section 2 hereof, the “Expiration Date” being January __, 2014, ______________________ (________), fully paid and
non-assessable shares of Common Stock, par value $.001 per share, of the Company
(the “Warrant Shares”)
for a per share exercise price equal to $0.14 per share (the “Per Share Warrant Price”). The
Per Share Warrant Price is subject to adjustment as hereinafter provided.
Capitalized terms used and not otherwise defined in this Warrant shall have the
meanings specified in Section 9, unless the context otherwise
requires.

    


    1.           Exercise of
Warrant.

    


    (a)           This
Warrant may be exercised, in whole at any time or in part from time to time,
commencing after the Original Issue Date and expiring at 5:00 P.M., New York
City time, on the Expiration Date (with the Exercise Notice at the end of this
Warrant duly executed) at the address set forth in Section 10 hereof, together
with payment of the Per Share Warrant Price multiplied by the number of Warrant
Shares to which such exercise relates made by delivery to the Company of one or
more types of Permitted Consideration.

    


     

    (b)           If
this Warrant is exercised in part, the Company will deliver to the Holder within
ten Trading Days of the date such Holder delivers to the Company this Warrant
and an Exercise Notice, together with the payment of the aggregate Per Share
Warrant Price for such exercise, a new Warrant covering the Warrant Shares which
have not been exercised.  By the expiration of the third Trading Day
following the Holder’s delivery of a Warrant, together with an Exercise Notice
and the payment of the aggregate Per Share Warrant Price for such exercise, the
Company will (i) issue a certificate or certificates in the name of the Holder
for the largest number of whole shares of the Common Stock to which the Holder
shall be entitled and, if this Warrant is exercised in whole, in lieu of any
fractional share of the Common Stock to which the Holder shall be entitled, pay
to the Holder cash in an amount equal to the fair value of such fractional share
(determined by reference to the closing sales price of the Common Stock on the
date of the Exercise Notice), and (ii) deliver the other securities and
properties receivable upon the exercise of this Warrant, or the proportionate
part thereof if this Warrant is exercised in part, pursuant to the provisions of
this Warrant.

    


    (c)           If,
six months after the Original Issue Date, the Warrant Shares to be issued are
not registered and available for resale by the Holder pursuant to a registration
statement in accordance with the Registration Rights Agreement entered into on
the date hereof, then the Holder may, at its election exercised in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making a
cash payment of Permitted Consideration, elect instead to receive upon such
exercise the “Net Number” of shares of Common Stock determined according to the
following formula:

    


    Net Number = (A x B) – (A x
C)

    B

    For purposes of the foregoing
formula:

    


    A=the total number of Warrant Shares
with respect

    to which this Warrant is then being
exercised.

    


    B=the average of the closing sales
prices for the five

    Trading Days immediately prior to (but
not including)

    the day that the Holder delivers the
Exercise Notice at issue.

    


    C=the Per Share Warrant
Price;

    


    provided,
however that Holder may not exercise this Warrant in whole or in part pursuant
to this Section 1(c) if a registration statement has been filed but the Holder
is not permitted to use the prospectus included in such registration
statement.  However, the Holder may exercise the only the first 10% of
this Warrant in whole or in part pursuant to this Section 1(c) at any
time.

    


    (d)           If,
by the third Trading Day after the date that the Holder delivers an Exercise
Notice, together with the payment of the aggregate Per Share Warrant Price for
such exercise, the Company fails to deliver the required number of Warrant
Shares in the manner required pursuant to Section 1(b), then the Holder will
have the right to rescind such exercise.

    


    (e)           If,
by the third Trading Day after the date that the Holder delivers an Exercise
Notice, together with the payment of the aggregate Per Share Warrant Price for
such exercise, the Company fails to deliver the required number of Warrant
Shares in the manner required pursuant to Section 1(b), and if after such third
Trading Day and prior to the receipt of such Warrant Shares, the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of the Warrant Shares which the
Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company
shall (1) pay in cash to the Holder the amount by which (x) the Holder's total
purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue by (B) the closing bid price of the
Common Stock at the time of the obligation giving rise to such purchase
obligation and (2) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was
not honored or deliver to the Holder the number of shares of Common Stock that
would have been issued had the Company timely complied with its exercise and
delivery obligations hereunder.  The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the
Buy-In.

    


    (f)           Notwithstanding
anything to the contrary contained herein, the number of shares of Common Stock
that may be acquired by the Holder upon any exercise of this Warrant shall be
limited to the extent necessary to insure that, following such exercise, the
total number of shares of Common Stock then beneficially owned by such Holder
and its affiliates and any other persons whose beneficial ownership of Common
Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the
Exchange Act, does not exceed 4.999% of the total number of issued and
outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise).  For such purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated
thereunder.  Each delivery of an Exercise Notice will constitute a
representation by the Holder that it has evaluated the limitation set forth in
this paragraph and determined that issuance of the full number of Warrant Shares
requested in such Exercise Notice is permitted under this paragraph. This
provision shall not restrict the number of shares of Common Stock which a Holder
may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a
Fundamental Transaction as contemplated in Section 3. By written notice to the
Company, the Holder may waive the provisions of this Section but any such waiver
will not be effective until the 61st day after such notice is delivered to the
Company.

    


    (g)           Notwithstanding
anything to the contrary contained herein, the number of shares of Common Stock
that may be acquired by the Holder upon any exercise of this Warrant (or
otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its affiliates and any
other persons whose beneficial ownership of Common Stock would be aggregated
with the Holder's for purposes of Section 13(d) of the Exchange Act, does not
exceed 9.999% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such
exercise).  For such purposes, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder.  Each delivery of an Exercise
Notice will constitute a representation by the Holder that it has evaluated the
limitation set forth in this paragraph and determined that issuance of the full
number of Warrant Shares requested in such Exercise Notice is permitted under
this paragraph.  This provision shall not restrict the number of
shares of Common Stock which a Holder may receive or beneficially own in order
to determine the amount of securities or other consideration that such Holder
may receive in the event of a Fundamental Transaction as contemplated in Section
3.  This restriction may not be waived.

    


    2.           Company’s Option to Change
Expiration Date.

    


    Notwithstanding anything herein to the
contrary, in the event that (i) the closing sales price per share of Common
Stock is in excess of 400% of the Per Share Warrant
Price (as may be adjusted pursuant to Section 3) for any twenty (20)
Trading Days during any thirty (30) consecutive Trading Days, (ii) the Warrant
Shares are either registered for resale pursuant to an effective registration
statement naming the Holder as a selling stockholder thereunder (and the
prospectus thereunder is available for use by the Holder as to all then
available Warrant Shares) or freely transferable without volume restrictions
pursuant to Rule 144(k) promulgated under the Securities Act, as determined by
counsel to the Company pursuant to a written opinion letter addressed and in
form and substance reasonably acceptable to the Holder and the transfer agent
for the Common Stock, during the entire twenty (20) Trading Day period
referenced in (i) above through the expiration of the Call Date as set forth in
the Company’s notice pursuant to this Section (the “Call Condition Period”), and
(iii) the Company shall have complied in all material respects with its
obligations under this Warrant and under the Purchase Agreement, then, subject
to the conditions set forth in this Section, the Company may, in its sole
discretion, elect to change the Expiration Date to 5:00 P.M., New York City time
on 50% of the Holder’s warrants on the date that is thirty (30) days after
written notice thereof (a “Call
Notice”) is received by the Holder (the “Call Date”) at the address
last shown on the records of the Company for the Holder or given by the Holder
to the Company for the purpose of notice; provided, that the conditions to
giving such notice must be in effect at all times during the Call Condition
Period or any such notice shall be null and void.  In the event that
the closing sales price per share of Common Stock is in excess of 600% of the Per Share Warrant
Price (as may be adjusted pursuant to Section 3) for any twenty (20)
Trading Days during any thirty (30) consecutive Trading Days, the Company
reserves the right change the Expiration Date to 5:00 P.M., New York City time
on the remaining 50% of the Holder’s warrants on the date that is thirty (30)
days after written notice thereof (a “Call Notice”) is received by
the Holder (the “Call
Date”) at the address last shown on the records of the Company for the
Holder or given by the Holder to the Company for the purpose of notice;
provided, that the conditions to giving such notice must be in effect at all
times during the Call Condition Period or any such notice shall be null and
void. The Company and the Holder agree that, if and to the
extent Section 1(f) or (g) of this Warrant would restrict the ability of
the Holder to exercise this Warrant in the event of a delivery of a Call Notice,
then notwithstanding anything to the contrary set forth in the Call Notice,
the Call Notice shall be deemed automatically amended to apply only to such
portion of this Warrant as may be exercised by the Holder by the Call Date in
accordance with Section 1(f) and (g).  The Holder will promptly (and, in
any event, prior to the Call Date) notify the Company in writing following
receipt of a Call Notice if Section 1(f) or (g) would restrict its
exercise of the Warrant, specifying therein the number of Warrant Shares so
restricted.

    


    3.           Certain
Adjustments.  The Per Share Warrant Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 3.

    


    (a)  If the Company, at any
time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is
payable in shares of Common Stock, (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Per
Share Warrant Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock 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 clause (i) of this paragraph shall become effective immediately
after the record date for the determination of shareholders entitled to receive
such dividend or distribution, and any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective
date of such subdivision or combination.

    


    (b)  If, at any time while
this Warrant is outstanding, (1) the Company effects any merger or consolidation
of the Company with or into another person, (2) any tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (3) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (in any such case, a "Fundamental Transaction"),
then thereafter this Warrant shall represent the right to receive, upon exercise
of this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant (the "Alternate
Consideration").  For purposes of any such exercise, the
determination of the Per Share Warrant Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Per Share Warrant
Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate
Consideration.  If holders of Common Stock 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.  At the Holder's option and request, any successor to the
Company or surviving entity (and, if an entity different from the successor or
surviving entity, the entity whose capital stock or assets the Holders of Common
Stock are entitled to receive as a result of such Fundamental Transaction) in
such Fundamental Transaction shall, either (1) issue to the Holder a new warrant
substantially in the form of this Warrant and consistent with the foregoing
provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Per Share Warrant Price upon exercise thereof,
or (2) purchase the Warrant from the Holder for a purchase price, payable in
cash within five trading days after such request (or, if later, on the effective
date of the Fundamental Transaction), equal to the Black Scholes value of the
remaining unexercised portion of this Warrant on the date of such request. The
terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity (and, if an
entity different from the successor or surviving entity, the entity whose
capital stock or assets the Holders of Common Stock are entitled to receive as a
result of such Fundamental Transaction) to comply with the provisions of this
paragraph (b) and insuring that the Warrant (or any such replacement security)
will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.

    


    (c)           Simultaneously
with any adjustment to the Per Share Warrant Price pursuant to Section 3(a), the
number of Warrant Shares that may be purchased upon exercise of this Warrant
shall be increased or decreased proportionately, so that after such adjustment
the aggregate Per Share Warrant Price payable hereunder for the adjusted number
of Warrant Shares shall be the same as the aggregate Per Share Warrant Price in
effect immediately prior to such adjustment.

    


    (d)           All
calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a
share, as applicable.  The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company.

    


    (e)           Upon
the occurrence of each adjustment pursuant to this Section 3, the Company at its
expense will promptly compute such adjustment in accordance with the terms of
this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Per Share Warrant Price and adjusted number or type
of Warrant Shares or other securities issuable upon exercise of this Warrant (as
applicable), describing the transactions giving rise to such adjustments and
showing in detail the facts upon which such adjustment is based.  Upon
written request, the Company will promptly deliver a copy of each such
certificate to the Holder and to the Company's transfer agent.

    


    4.           Fully Paid Stock;
Taxes.

    


    The Company agrees that the shares of
Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall at the time of such delivery, be
validly issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal, and the Company will take all such
actions as may be necessary to assure that the par value or stated value, if
any, per share of the Common Stock is at all times equal to or less than the
then Per Share Warrant Price.  The Company further covenants and
agrees that it will pay, when due and payable, any and all Federal and state
stamp, original issue or similar taxes which may be payable in respect of the
issue of any Warrant Share or any certificate thereof to the extent required
because of the issuance by the Company of such security.

    


    5.           Registration Under
Securities Act .

    


    (a)  The Holder shall, with
respect to the Warrant Shares, have the registration rights set forth in the
Registration Rights Agreement.  By acceptance of this Warrant, the
Holder agrees to comply with the provisions of the Registration Rights
Agreement.

    


    (b)           Until
the later of (i) such time as the Holder shall be eligible to resell all of its
Warrant Shares without volume restrictions pursuant to Rule 144(k) promulgated
under the Securities Act (assuming Holder is not an “affiliate” of the Company,
as defined in Rule 144), as evidenced by a legal opinion to such effect
delivered by the Company’s counsel and acceptable to each of the Company’s
transfer agent and the Holder, or (ii) the date on which all Warrant Shares have
been sold under a Registration Statement or pursuant to Rule 144 (“Rule 144”) as promulgated
under the Securities Act, the Company shall use its reasonable best efforts to
file with the Securities and Exchange Commission all current reports and the
information as may be necessary to enable the Holder to effect sales of the
Warrant Shares in reliance upon Rule 144 promulgated under the Securities
Act.

    


    


    6.           Investment Intent;
Restrictions on Transferability.

    


    (a)           The
Holder represents, by accepting this Warrant that it understands that this
Warrant and any securities obtainable upon exercise of this Warrant have not
been registered for sale under Federal or state securities laws and are being
offered and sold to the Holder pursuant to one or more exemptions from the
registration requirements of such securities laws.  Certificates
representing Warrant Shares may, for so long as required in accordance with the
Purchase Agreement, bear the restrictive legend set forth on the first page
hereof.  The Holder understands that the Holder must bear the economic
risk of such Holder’s investment in this Warrant and any Warrant Shares or other
securities obtainable upon exercise of this Warrant for an indefinite period of
time, as this Warrant and such Warrant Shares or other securities have not been
registered under Federal or state securities laws and therefore cannot be sold
unless subsequently registered under such laws, or an exemption from such
registration is available.

    


    (b)           The
Holder, by such Holder’s acceptance of this Warrant, represents to the Company
that such Holder is acquiring this Warrant and will acquire any Warrant Shares
or other securities obtainable upon exercise of this Warrant for such Holder’s
own account for investment and not with a view to, or for sale in connection
with, any distribution thereof in violation of the Securities
Act.  The Holder agrees that this Warrant and any such Warrant Shares
or other securities will not be sold or otherwise transferred unless (i) a
registration statement with respect to such transfer is effective under the
Securities Act or (ii) such sale or transfer is made pursuant to one or more
exemptions from the Securities Act.

    


    7.           Loss, Theft, Destruction or
Mutilation of Warrant.

    


    Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant,
and of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder, a new Warrant of like date,
tenor and denomination.

    


    8.           Warrant Holder Not
Stockholder.

    


    This Warrant does not confer upon the
Holder any right to vote or to consent to or receive notice as a stockholder of
the Company, as such, in respect of any matters whatsoever, or any other rights
or liabilities as a stockholder, prior to the exercise hereof; this Warrant
does, however, require certain notices to Holders as set forth
herein.

    


    9.           Definitions.

    


    In addition to the terms defined
elsewhere in this Warrant, the following terms have the following
meanings:

    


    “Closing Date” shall have the
meaning given such term in the Purchase Agreement.

    


               “Common Stock” shall mean the
Common Stock, par value $.001 per share, of the Company, for which the Warrant
is exercisable and any securities into which such common stock may hereafter be
classified.

    


    “Exchange Act”  means
the Securities Exchange Act of 1934, as amended.

    


    “Holder” shall mean the holder
of this Warrant and “Holders” shall mean the holder
of this Warrant and the holders of all other Warrants.

    


    “Majority of the Holders” shall
mean Holders of Warrants representing more than fifty percent (50%) of the
shares of Common Stock obtainable upon exercise of the Warrants then
outstanding.

    


    “Permitted Consideration” shall
mean (a) cash or other funds immediately available to the Company or (b) Warrant
Shares in the event of a net exercise in accordance with the terms
hereof.

    


    "Purchase Agreement" shall mean
that certain Securities Purchase Agreement, dated as of January ___, 2009 by and
among the Company and the investors named therein, pursuant to which, among
other things, the initial Holder purchased this Warrant.

    


    "Registration Rights Agreement"
shall mean that certain Registration Rights Agreement, dated as of January __,
2009 by and among the Company and the investor parties thereto.

    


    “Securities Act” means the
Securities Act of 1933, as amended.

    


    “Trading Day” means (i) a day
on which the Common Stock is traded on a Trading Market, or (ii) if the Common
Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a
day on which the Common Stock is traded in the over-the-counter market, as
reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted
on the OTC Bulletin Board, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not
listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day
shall mean a Business Day.

    


    “Warrants” shall mean this
Warrant, all similar Warrants issued on the date hereof and all warrants
hereafter issued in exchange or substitution for this Warrant or such similar
Warrants.

    


    10.           Communication.

    


    All notices and communications
hereunder shall be in writing and shall be deemed to be duly given if sent by
registered or certified mail, return receipt requested, via a national
recognized overnight mail delivery service, or by facsimile (provided the sender
receives a machine-generated confirmation of successful transmission), if to the
Company, to:

    


    If to the Company:

    


    DOR
BioPharma Inc.

    850 Bear
Tavern Road

    Suite
201

    Ewing, NJ
08628

    Attn:                 James
Clavijo

    Fax:                 (609)
538-8205

    


    With a
copy to (except in the case of Exercise Notices, Assignments and Partial
Assignments):

    


    Edwards
Angell Palmer & Dodge LLP

    350 E.
Las Olas Boulevard

    Suite
1150

    Fort
Lauderdale, Florida 33301-4215

    Attn:                 Leslie
J. Croland, P.A.

    Fax:                 (904)
727-2601

    


    If to the
Holder of this Warrant, to such Holder at the address listed on the records of
the Company.

    


    11.           Reservation of Warrant
Shares; Listing.

    


    The Company shall at all times prior to
the Expiration Date have authorized and in reserve, and shall keep available,
solely for issuance and delivery upon the exercise of this Warrant, the shares
of the Common Stock and other securities and properties as from time to time
shall be receivable upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer, other than under Federal or state securities
laws, and free and clear of all preemptive rights and rights of first
refusal.

    


    12.           Headings;
Severability.

    


    The headings of this Warrant have been
inserted as a matter of convenience and shall not affect the construction
hereof.  In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

    


    13.           Applicable
Law.

    


    This Warrant shall be governed by and
construed in accordance with the law of the State of New York without giving
effect to the principles of conflicts of law thereof.

    


    14.           Specific
Performance.  The Company agrees 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, to the fullest extent
permitted by law, such terms maybe specifically enforced by a decree for the
specific performance of any obligation contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.

    


    15.           Amendment, Waiver,
etc.

    


    Except as expressly provided herein,
neither this Warrant nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided,
however, that any provisions hereof may be amended, waived, discharged or
terminated upon the written consent of the Company and the Majority of the
Holders; provided, that
neither the Per Share Warrant Price, Sections 1(f) or 1(g), nor the Expiration
Date (subject to Section 2), nor this Section 15 may be amended without the
consent of each affected Holder.

     

    [Signature
Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly signed by its President and its corporate seal to
be hereunto affixed and attested by its Secretary as of the Original Issue Date
first above referenced.

    


    DOR
BIOPHARMA, INC.

    


    


    


    By:                      _________________________

    Name:                      _________________________

    Title:                      _________________________

    


    ATTEST:

    


    


    _____________________________

    Secretary

    [Corporate
Seal]


    
      
        
          - - 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ASSIGNMENT

    


    FOR VALUE RECEIVED _______________
hereby sells, assigns and transfers unto ____________________ the foregoing
Warrant and all rights evidenced thereby, and does irrevocably constitute and
appoint _____________________, attorney, to transfer said Warrant on the books
of DOR BioPharma, Inc.

    


    Dated:_______________                                                                           Signature:____________________

    


    Address:______________________

    


    PARTIAL
ASSIGNMENT

    


    FOR VALUE RECEIVED _______________
hereby assigns and transfers unto ____________________ the right to purchase
_______ shares of the Common Stock, par value $.001 per share, of DOR BioPharma,
Inc. covered by the foregoing Warrant, and a proportionate part of said Warrant
and the rights evidenced thereby, and does irrevocably constitute and appoint
____________________, attorney, to transfer that part of said Warrant on the
books of DOR BioPharma, Inc.

    


    Dated:_______________                                                                           Signature:____________________

    


    Address:______________________


    
      
        
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    EXERCISE
NOTICE

     

    
      	 
      


    

    The
undersigned hereby elects to purchase  _____________ shares of Common
Stock of DOR BioPharma, Inc. pursuant to the attached Warrant, and, if such
Holder is not utilizing the cashless (or net) exercise provisions set forth in
the Warrant, encloses herewith (if the undersigned shall not be utilizing the
net exercise provisions of the Warrant) $________ in cash, certified or official
bank check or checks or other immediately available funds, which sum represents
the aggregate Per Share Warrant Price for the number of shares of Common Stock
to which this Exercise Notice relates, together with any applicable taxes
payable by the undersigned pursuant to the Warrant.

    


    By its
delivery of this Exercise Notice, the undersigned represents and warrants to the
Company that in giving effect to the exercise evidenced hereby the Holder will
not beneficially own in excess of the number of shares of Common Stock
(determined in accordance with Section 13(d) of the Securities Exchange Act of
1934) permitted to be owned under Section 1(f) or 1(g) (as applicable) of this
Warrant to which this notice relates.

    


    By its
delivery of this Exercise Notice, the undersigned represents and warrants to the
Company that it is an "accredited investor" as defined in Rule 501(a) under the
Securities Act of 1933.

    


    The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of

     

    PLEASE
INSERT SOCIAL SECURITY OR

     

     

    TAX
IDENTIFICATION NUMBER

     

    (Please
print name and address)

    


    



    
      
        
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