registrationrightsagreement.htm


    
      

      

    

    

      EXHIBIT
10.3

       

      REGISTRATION
RIGHTS AGREEMENT

       

      This
Registration Rights Agreement (this “Agreement”) is dated
as of January 12, 2009, among DOR BioPharma, Inc., a Delaware corporation (the
"Company"), and
the Investors signatory hereto (each such Investor, an “Investor” and
collectively, the “Investors”).

       

      This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the
date hereof among the Company and the Investors (the “Purchase
Agreement”).

       

      The
Company and the Investors hereby agree as follows:

       

      1. Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms shall have
the following meanings:

       

      “Advice” shall have
the meaning set forth in Section 6(c).

       

      “Common Stock” means
the common stock of the Company, par value $.001 per share, and any securities
into which such common stock may hereafter be classified.

       

      “Effectiveness Date”
means, (a) with respect to the initial Registration Statement required to be
filed hereunder, the earlier of (i) the 90th day following the Closing Date, and
(ii) the fifth Trading Day following the date on which the Company is notified
by the Commission that the Registration Statement will not be reviewed or is no
longer subject to further review and comments, and (b) with respect to any
additional Registration Statement(s) that may be required pursuant to Section
2(b), the earlier of (i) the 120th day following (x) if such Registration
Statement is required because the Commission shall have notified the Company in
writing that certain Registrable Securities were not eligible for inclusion on a
previously filed Registration Statement, the date or time on which the
Commission shall indicate as being the first date or time that such Registrable
Securities may then be included in a Registration Statement, or (y) if such
Registration Statement is required for a reason other than as described in (x)
above, the date on which the Company first knows, or reasonably should have
known, that such additional Registration Statement(s) is required and (ii) the
fifth Trading Day following the date on which the Company is notified by the
Commission that such additional Registration Statement will not be reviewed or
is no longer subject to further review and comments.

       

      “Effectiveness Period”
shall have the meaning set forth in Section 2(a).

       

      “Event” shall have the
meaning set forth in Section 2(c).

       

      “Event Date” shall
have the meaning set forth in Section 2(c).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Filing Date” means,
with (a) respect to the initial Registration Statement required to be filed
hereunder, the 20th day
after the Closing, and (b) with respect to any additional Registration
Statements that may be required pursuant to Section 2(b), the 30th day
following (x) if such Registration Statement is required because the Commission
shall have notified the Company in writing that certain Registrable Securities
were not eligible for inclusion on a previously filed Registration Statement,
the date or time on which the Commission shall indicate as being the first date
or time that such Registrable Securities may then be included in a Registration
Statement, or (y) if such Registration Statement is required for a reason other
than as described in (x) above, the date on which the Company first knows, or
reasonably should have known, that such additional Registration Statements is
required.

       

      “Force Majeure” shall
mean any unusual event arising from causes reasonably beyond the control of the
Company that could not be reasonably anticipated that causes a delay in or
prevents the performance of any obligation under this Agreement, including but
not limited to, acts of God, fire, war, terrorism, insurrection, civil
disturbance, explosion, adverse weather conditions, unusual delay in
transportation, strikes or other labor disputes, and restraint by court order or
order of public authority.

       

      “Grace Period” shall
have the meaning set forth in Section 2(c)(iv).

       

      “Holder” or “Holders” means the
holder or holders, as the case may be, from time to time of Registrable
Securities.

       

      “Indemnified Party”
shall have the meaning set forth in Section 5(c).

       

      “Indemnifying Party”
shall have the meaning set forth in Section 5(c).

       

      “Losses” shall have
the meaning set forth in Section 5(a).

       

      “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced
or threatened.

       

      “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Registration Statement, and all
other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

       

      “Registrable
Securities” means all of the Shares, together with any shares of Common
Stock issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing.

       

      “Registration
Statement” means the registration statement(s) required to be filed
hereunder, including (in each case) the Prospectus, amendments and supplements
to such registration statement(s) or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement(s).

       

      “Response Date” shall
have the meaning set forth in Section 2(c)(ii).

       

      “Rule 415” means Rule
415 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as
such Rule.

       

      “Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as
such Rule.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2. Registration.

       

      (a) On or
prior to each Filing Date, the Company shall prepare and file with the
Commission the Registration Statement covering the resale of all of the
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.  The Registration Statement required hereunder shall be
on Form S-1 (except if the Company is not then eligible to register for resale
the Registrable Securities on Form S-1, in which case the Registration shall be
on another appropriate form in accordance herewith).  The Registration
Statement required hereunder shall contain (except if otherwise directed by the
Holders) the “Plan of
Distribution” attached hereto as Annex
A.  Subject to the terms of this Agreement, the Company shall
use its best efforts to cause the Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing
thereof, but in any event not later than the Effectiveness Date, and shall use
its best efforts to keep the Registration Statement continuously effective under
the Securities Act until the date when all Registrable Securities covered by the
Registration Statement have been sold or may be sold without volume restrictions
pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the
Company’s transfer agent and the affected Holders (the “Effectiveness
Period”).

       

      (b) If for
any reason the Commission does not permit all of the Shares to be included in
the Registration Statement filed pursuant to Section 2(a), or for any other
reason any Registrable Securities are not then included in a Registration
Statement filed under this Agreement, then the Company shall prepare and file as
soon as possible after the date on which the Commission shall indicate as being
the first date or time that such filing may be made, but in any event by its
Filing Date, an additional Registration Statement covering the resale of all
Registrable Securities not already covered by an existing and effective
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415.  Each such Registration Statement shall contain (except
if otherwise directed by the Holders) the "Plan of Distribution" attached hereto
as Annex
A.  The Company shall use its best efforts to cause each such
Registration Statement to be declared effective under the Securities Act as soon
as possible but, in any event, no later than its Effectiveness Date, and shall
use its best efforts to keep such Registration Statement continuously effective
under the Securities Act during its entire Effectiveness Period.

       

      (c) If: (i) a
Registration Statement is not filed on or prior to its Filing Date (if the
Company files a Registration Statement without affording the Holders the
opportunity to review and comment on the same as required by Section 3(a)
hereof, the Company shall not be deemed to have satisfied this clause (i)), or
(ii) prior to the date when such Registration Statement is first declared
effective by the Commission, the Company fails to file a pre-effective amendment
and otherwise respond in writing to comments made by the Commission in respect
of such Registration Statement within 30 calendar days (the “Response Date”) after
the receipt of comments by or notice from the Commission that such amendment is
required in order for such Registration Statement to be declared effective, or
(iii) a Registration Statement filed or required to be filed hereunder is not
declared effective by the Commission on or before its Effectiveness Date, or
(iv) during the Effectiveness Period, a Registration Statement ceases for any
reason to remain continuously effective as to all Registrable Securities for
which it is required to be effective, or the Holders are not permitted to
utilize the Prospectus therein to resell such Registrable Securities, for in any
and all such cases for more than an aggregate of 20 Trading Days (the “Grace Period”) during
any 12-month period during the Effectiveness Period (which need not be
consecutive Trading Days)(any such failure or breach being referred to as an
“Event,” and
for purposes of clause (i) or (iii) the date on which such Event occurs, or for
purposes of clause (ii) the date which such 30 calendar days is exceeded, or for
purposes of clause (iv) the date on which such 20 Trading Days is exceeded being
referred to as “Event
Date”), then in addition to any other rights the Holders may have
hereunder or under applicable law: (x) on each such Event Date the Company shall
pay to each Holder an amount in cash, as partial liquidated damages and not as a
penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder
pursuant to the Purchase Agreement; and (y) on each monthly anniversary of each
such Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured, the Company shall pay to each Holder an
amount in cash, as partial liquidated damages and not as a penalty, equal to
1.5% of the aggregate Investment Amount paid by such Holder pursuant to the
Purchase Agreement.  If the Company fails to pay any partial
liquidated damages pursuant to this Section in full within seven days after the
date payable, the Company will pay interest thereon at a rate of 10% per annum
(or such lesser maximum amount that is permitted to be paid by applicable law)
to the Holder, accruing daily from the date such partial liquidated damages are
due until such amounts, plus all such interest thereon, are paid in
full.  The partial liquidated damages pursuant to the terms hereof
shall apply on a daily pro-rata basis for any portion of a month prior to the
cure of an Event, except in the case of the first Event
Date.  Notwithstanding the foregoing, any day on which a Force Majeure
has occurred or is continuing shall not count toward the calculation of the
number of days for the Filing Date, the Effectiveness Date, the Response Date
and a Grace Period.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3. Registration
Procedures

       

      In
connection with the Company's registration obligations hereunder, the Company
shall:

       

      (a) Not less
than three Trading Days prior to the filing of a Registration Statement or any
related Prospectus or any amendment or supplement thereto, the Company shall
furnish to the Holders copies of the “Selling Stockholders” section of such
document, the “Plan of Distribution” and any risk factor contained in such
document that addresses specifically this transaction or the Selling
Stockholders, as proposed to be filed which documents will be subject to the
review of such Holders.  The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto that
does not contain the disclosure regarding such Holder as a “Selling Stockholder”
as provided to the Company by such Holder in connection therewith.

       

      (b)  (i)
Prepare and file with the Commission such amendments, including post-effective
amendments, to the Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep the Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (ii) cause the related Prospectus to be amended or
supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly as
reasonably possible to any comments received from the Commission with respect to
the Registration Statement or any amendment thereto and, as promptly as
reasonably possible, upon request, provide the Holders true and complete copies
of all correspondence from and to the Commission relating to the Registration
Statement; and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement (to the extent such
provisions are applicable to the Company).  Notwithstanding anything
else contained herein to the contrary, the Company shall not provide any
material, nonpublic information to the Holders.

       

      (c) Notify
the Holders of Registrable Securities as promptly as reasonably possible (and,
in the case of (i)(A) below, not less than two Trading Days prior to such
filing) and (if requested by any such Person) confirm such notice in writing
promptly following the day (i)(A) when a Prospectus or any Prospectus supplement
or post-effective amendment to the Registration Statement is proposed to be
filed; (B) when the Commission notifies the Company whether there will be a
“review” of the Registration Statement and whenever the Commission comments in
writing on the Registration Statement (the Company shall provide copies thereof
and all written responses thereto to each of the Holders to the extent such
materials address the Selling Stockholder or Plan of Distribution sections of
such Registration Statement, and to the extent they address risk factors or
other disclosure in such Registration Statement particular to the Holder or the
transactions contemplated hereby); and (C) with respect to the Registration
Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental
authority during the period of effectiveness of the Registration Statement for
amendments or supplements to the Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the Commission or any other
federal or state governmental authority of any stop order suspending the
effectiveness of the Registration Statement covering any or all of the
Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence of any
event or passage of time that makes the financial statements included in the
Registration Statement ineligible for inclusion therein or any statement made in
the Registration Statement or Prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that
requires any revisions to the Registration Statement, Prospectus or other
documents so that, in the case of the Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

       

      (d) Use
reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of the Registration
Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment.

       

      (e) Deliver
to each Holder, by 9:00 a.m. (New York City time) on the date following the
Effective Date, without charge, as many copies of the Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement thereto as
such Persons may reasonably request in connection with resales by the Holder of
Registrable Securities.  Subject to the terms of this Agreement, the
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto, subject to notices pursuant to Section
3(c).

       

      (f) Prior to
any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the
Registration or qualification) of such Registrable Securities for the resale by
the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep the
Registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided, that the
Company shall not be required to qualify generally to do business or file a
general consent to service of process in any jurisdiction where it is not then
so qualified.

       

      (g) If
requested by the Holders, cooperate with each Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be delivered to a transferee pursuant to the Registration Statement, which
certificates shall be free, to the extent permitted by the Purchase Agreement,
of all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any such Holders may
request.

       

      (h) Upon the
occurrence of any event contemplated by this Section 3, as promptly as
commercially reasonably possible under the circumstances taking into account the
Company’s good faith assessment of any adverse consequences to the Company and
its stockholders of the premature disclosure of such events, prepare a
supplement or amendment, including a post-effective amendment, to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any
other required document so that, as thereafter delivered, neither the
Registration Statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the
Company notifies the Holders in accordance with clauses (ii) through (v) of
Section 3(c) above to suspend the use of any Prospectus until the requisite
changes to such Prospectus have been made, then the Holders shall suspend use of
such Prospectus.  The Company will use its best efforts to ensure that
the use of the Prospectus may be resumed as promptly as is commercially
practicable.  The Company shall be entitled to exercise its right
under this Section 3(h) to suspend the availability of a Registration Statement
and Prospectus, subject to the payment of liquidated damages pursuant to Section
2(c), for a period not to exceed 60 days (which need not be consecutive days) in
any 12 month period.

       

      (i) Comply
with all applicable rules and regulations of the Commission.

       

      (j) Each
Holder agrees to furnish to the Company a completed Questionnaire in the form
attached to this Agreement as Annex B (a “Selling Holder
Questionnaire”).  The Company shall not be required to include
the Registrable Securities of a Holder in a Registration Statement and shall not
be required to pay any liquidated or other damages under Section 2(c) to such
Holder who fails to furnish to the Company a fully completed Selling Holder
Questionnaire at least one Trading Day prior to the Filing Date (subject to the
requirements set forth in Section 3(a)).

       

      (k)           Upon
notification by the Commission that a Registration Statement will not be
reviewed or is no longer subject to further review and comments, the Company
shall request acceleration of such Registration Statement such that it becomes
effective at 5:00 p.m. (New York City time) on the Effective Date.

       

      
        4. Registration
Expenses.

         

                      
All fees and expenses incident to the performance of or compliance with this
Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to the Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Principal Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement.  In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange or market as required hereunder. In no
event shall the Company be responsible for any broker or similar commissions of
the Holders.

         

      

      5. Indemnification

       

      (a) Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents and employees of each of them, each Person who controls any
such Holder (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) and the officers, directors, agents and employees of
each such controlling Person, to the fullest extent permitted by applicable law,
from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable attorneys' fees) and expenses
(collectively, “Losses”), as
incurred, arising out of or relating to any untrue or alleged untrue statement
of a material fact contained in the Registration Statement, any Prospectus or
any form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (i) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose), (ii) in the case of an occurrence of
an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
of an outdated or defective Prospectus after the Company has notified such
Holder in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice or an amended or supplemented Prospectus,
but only if and to the extent that following the receipt of the Advice or the
amended or supplemented Prospectus the misstatement or omission giving rise to
such Loss would have been corrected or (iii) such Holder fails to comply with
any applicable prospectus delivery requirements of the Securities Act applicable
to it in connection with sales of Registrable Securities pursuant to a
Registration Statement.  The Company shall notify the Holders promptly
of the institution, threat or assertion of any Proceeding of which the Company
is aware in connection with the transactions contemplated by this
Agreement.

       

      (b) Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, arising solely out of
or based solely upon: (x) such Holder's failure to comply with the prospectus
delivery requirements of the Securities Act to the extent that delivery of such
Prospectus would have avoided such Loss or (y) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or arising solely out of or based solely upon
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading to the
extent, but only to the extent, that such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein. In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification
obligation.

       

      (c) Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the
defense thereof, including the employment of counsel reasonably satisfactory to
the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such
failure shall have proximately and materially prejudiced the Indemnifying
Party.

       

      An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a material conflict of interest is
likely to exist if the same counsel were to represent such Indemnified Party and
the Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of up
to an aggregate of three separate counsel shall be at the expense of the
Indemnifying Party).  The Indemnifying Party shall not be liable for
any settlement of any such Proceeding effected without its written
consent.  No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.

       

      Subject
to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Trading Days of written notice thereof to the
Indemnifying Party; provided, that the
Indemnified Party shall promptly reimburse the Indemnifying Party for that
portion of such fees and expenses applicable to such actions for which such
Indemnified Party is not entitled to indemnification hereunder, determined based
upon the relative faults of the parties.

       

      (d) Contribution.  If
a claim for indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Section 5, any reasonable attorneys’ or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

       

      The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission or other
act in question.  No party guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any party that was not
guilty of such fraudulent misrepresentation.

       

      The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

       

      6. Miscellaneous

       

      (a) Remedies.  In
the event of a breach by the Company or by a Holder, of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

       

      (b) Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

       

      (c) Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder's receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in either
case, has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.  The Company will use its best efforts to
ensure that the use of the Prospectus may be resumed as promptly as is
commercially practicable.  The Company agrees and acknowledges that
any periods during which the Holder is required to discontinue the disposition
of the Registrable Securities hereunder shall be subject to the provisions of
Section 2(c).

       

      (d) Piggy-Back
Registrations.  If at any time during the Effectiveness Period
there is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit plans, then the Company shall send to each Holder a written notice of
such determination and, if within fifteen days after the date of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Holder requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights.

       

      (e) Amendments and
Waivers. No provision of this Agreement may be waived or amended except
in a written instrument signed by the Company and the Investors holding a
majority of the Registrable Securities.  No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

       

      (f) Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be made in accordance with the provisions of the
Purchase Agreement.

       

      (g) Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder.  Each Holder may assign
their respective rights hereunder in the manner and to the Persons as permitted
under the Purchase Agreement.  The Company may not assign its rights
or obligations hereunder.

       

      (h) Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

       

      (i) Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined with the
provisions of the Purchase Agreement.

       

      (j) Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

       

      (k) Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their reasonable best efforts
to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.  It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.

       

      (l) Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

       

      (m) Independent Nature of
Holders' Obligations and Rights.  The obligations of each
Holder hereunder are several and not joint with the obligations of any other
Holder hereunder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder hereunder.  Nothing
contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Holders are in any way
acting in concert with respect to such obligations or the transactions
contemplated by this Agreement.  Each Holder acknowledges that no
other Holder has acted as agent for such Holder in connection with executing
this Agreement and that no Holder will be acting as agent of such Holder in
connection with monitoring the registration of the Registrable Securities or
enforcing its rights under this Agreement.  Each Holder shall be
entitled to protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any
other Holder to be joined as an additional party in any Proceeding for such
purpose.  The Company acknowledges that each of the Investors has been
provided with the same Transaction Documents and will likely have their
respective Registrable Securities included on the same Registration Statement,
for the purpose of closing a transaction with multiple Investors and not because
it was required or requested to do so by any Investor.

       

      *************************


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

       

      DOR
BIOPHARMA, INC.

       

      /s/ Christopher J.
Schaber

      Name:
Christopher J. Schaber, Ph.D.

      Title:   President
& Chief Executive Officer

       

      


      


      [SIGNATURE
PAGE OF HOLDERS FOLLOWS]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      [INVESTOR
SIGNATURE PAGE TO DOR RRA]

      


      
        	
                Name
      of Investing Entity:

              	
                McAnna, LTD

              
	
                Signature
      of Authorized Signatory of Investing entity:

              	
                /s/ Robert Kessler

              
	
                Name
      of Authorized Signatory:

              	
                Robert Kessler

              
	
                Title
      of Authorized Signatory:

              	
                Authorized
  Signatory

              


      

      


      


      


      


      [SIGNATURE
PAGES CONTINUE]

      


       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [INVESTOR
SIGNATURE PAGE TO DOR RRA]

      


      
        	
                Name
      of Investing Entity:

              	
                Omacatl Capital, LTD

              
	
                Signature
      of Authorized Signatory of Investing entity:

              	
                /s/ Baruch Ruttner

              
	
                Name
      of Authorized Signatory:

              	
                Baruch Ruttner

              
	
                Title
      of Authorized Signatory:

              	
                Director

              


      

      


      


      


      


      [SIGNATURE
PAGES CONTINUE]

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [INVESTOR
SIGNATURE PAGE TO DOR RRA]

      


      
        	
                Name
      of Investing Entity:

              	
                Richard Molinsky

              
	
                Signature
      of Authorized Signatory of Investing entity:

              	
                /s/ Richard Molinsky

              
	
                Name
      of Authorized Signatory:

              	
                Richard Molinsky

              
	
                Title
      of Authorized Signatory:

              	
                Investor

              


      

      


      


      


      


      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [INVESTOR
SIGNATURE PAGE TO DOR RRA]

      


      
        	
                Name
      of Investing Entity:

              	
                Bernard or Miriam
Pismeny

              
	
                Signature
      of Authorized Signatory of Investing entity:

              	
                /s/ Bernard Pismeny

              
	
                Name
      of Authorized Signatory:

              	
                Bernard Pismeny

              
	
                Title
      of Authorized Signatory:

              	
                Co-owner

              


      

      


      


      


      


      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [INVESTOR
SIGNATURE PAGE TO DOR RRA]

      


      
        	
                Name
      of Investing Entity:

              	
                Robin B. Lipinski

              
	
                Signature
      of Authorized Signatory of Investing entity:

              	
                /s/ Robin B. Lipinski

              
	
                Name
      of Authorized Signatory:

              	
                Robin B. Lipinski

              
	
                Title
      of Authorized Signatory:

              	
                Investor

              


      

      


      


      


      


      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       ANNEX
A

       

      


       

      Plan of
Distribution

       

      The
selling stockholders and any of their pledgees, donees, transferees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of common stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions.  These sales
may be at fixed or negotiated prices.  The selling stockholders may
use any one or more of the following methods when selling shares:

       

      
        	
                ·  

              	
                ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits investors;

              


      

       

      
        	
                ·  

              	
                block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

              


      

       

      
        	
                ·  

              	
                purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

              


      

       

      
        	
                ·  

              	
                an
      exchange distribution in accordance with the rules of the applicable
      exchange;

              


      

       

      
        	
                ·  

              	
                privately
      negotiated transactions;

              


      

       

      
        	
                ·  

              	
                to
      cover short sales and other hedging transactions made after the date that
      the registration statement of which this prospectus is a part is declared
      effective by the Securities and Exchange
  Commission;

              


      

       

      
        	
                ·  

              	
                broker-dealers
      may agree with the selling stockholders to sell a specified number of such
      shares at a stipulated price per
share;

              


      

       

      
        	
                ·  

              	
                a
      combination of any such methods of sale;
and

              


      

       

      
        	
                ·  

              	
                any
      other method permitted pursuant to applicable
  law.

              


      

       

      The
selling stockholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.

       

      Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or
discounts from the selling stockholders (or, if any broker-dealer acts as agent
for the investor of shares, from the purchaser) in amounts to be
negotiated.  The selling stockholders do not expect these commissions
and discounts to exceed what is customary in the types of transactions
involved.

       

      The
selling stockholders may from time to time pledge or grant a security interest
in some or all of the Shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may
offer and sell shares of common stock from time to time under this prospectus,
or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.

       

      Upon our
being notified in writing by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of common stock through
a block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, a supplement to this prospectus will be
filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing
(i) the name of each such selling stockholder and of the participating
broker-dealer(s), (ii) the number of shares involved, (iii) the price at which
such shares of common stock were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (vi) other facts
material to the transaction.  In addition, upon our being notified in
writing by a selling stockholder that a donee or pledge intends to sell more
than 500 shares of common stock, a supplement to this prospectus will be filed
if then required in accordance with applicable securities law.

       

      The
selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.

       

      The
selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Discounts,
concessions, commissions and similar selling expenses, if any, that can be
attributed to the sale of securities will be paid by the selling stockholders
and/or the purchasers of the securities.

       

      Each
selling stockholder that is affiliated with a registered broker-dealer has
confirmed to us that, at the time it acquired the securities subject to the
registration statement of which this prospectus is a part, it did not have any
agreement or understanding, directly or indirectly, with any person to
distribute any of such securities.  The Company has advised each
selling stockholder that it may not use shares registered on the registration
statement of which this prospectus is a part to cover short sales of our common
stock made prior to the date on which such registration statement was declared
effective by the SEC.

       

      We are
required to pay certain fees and expenses incident to the registration of the
shares.  We have agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.  We agreed to keep this prospectus effective until the
earlier of (i) the date on which the shares may be resold by the selling
stockholders without registration and without regard to any volume limitations
by reason of Rule 144(e) under the Securities Act or any other rule of similar
effect and (ii) such time as all of the shares have been publicly
sold.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Annex
B

       

      DOR
BIOPHARMA, INC.

       

      Selling
Securityholder Questionnaire

       

      The
undersigned beneficial owner of shares of Common Stock  (the “Registrable Securities”) of
DOR BioPharma, Inc. (the “Company”) understands that
the Company has filed or intends to file with the Securities and Exchange
Commission a registration statement (the “Registration Statement”) for
the registration and resale under the Securities Act of 1933, as amended (the
“Securities Act”), of
the Registrable Securities.  This Questionnaire is delivered pursuant
to the terms of the Registration Rights Agreement, dated as of January 12, 2009
(the “Registration Rights
Agreement”), among the Company and the Investors named
therein.  A copy of the Registration Rights Agreement is available
from the Company upon request at the address set forth below.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

       

      Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Registration Statement and
the related prospectus.

       

      The
undersigned beneficial owner (the “Selling Securityholder”) of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise specified under such Item 3)
in the Registration Statement.

       

      The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

       

      
        	
                 
      

              	
                1.

              	
                Name.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Full
      Legal Name of Selling
Securityholder

              


      

       

      
        	 
      
	 
      


      

      


      
        	
                 
      

              	
                (b)

              	
                Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities Listed in Item 3 below are
    held:

              


      

       

      
        	 
      
	 
      


      

      


      
        	
                 
      

              	
                (c)

              	
                Full
      Legal Name of each Control Person (which means a natural person that
      directly or indirectly has power to vote or dispose of the securities
      covered by this Questionnaire):

              


      

       

      
        	 
      
	 
      


      

      


       

      
        	
                 
      

              	
                2.  Address
      for Notices to Selling
Securityholder:

              


      

       

      
        	 
      
	 
      
	 
      
	
                Telephone:

              
	
                Fax:

              
	
                Contact
      Person:

              


      

      


      
        	
                 
      

              	
                3.  Beneficial
      Ownership of Registrable
Securities:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Type
      and Principal Amount of Registrable Securities beneficially
      owned:

              


      

       

      
        	 
      
	 
      
	 
      
	 
      


      

      


       

      
        	
                 
      

              	
                4.  Broker-Dealer
      Status:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Are
      you a broker-dealer?

              


      

       

      Yes    ̈                      No    ̈

       

      
        	
                Note:

              	
                If
      yes, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Are
      you an affiliate of a
broker-dealer?

              


      

       

      Yes    ̈                      No    ̈

       

      
        	
                 
      

              	
                (c)

              	
                If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

              


      

       

      Yes    ̈                      No    ̈

       

      
        	
                Note:

              	
                If
      no, the Commission’s staff has indicated that you should be identified as
      an underwriter in the Registration
Statement.

              


      

       

      
        	
                 
      

              	
                5.  Beneficial
      Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

              


      

       

      Except
as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.

       

      
        	
                 
      

              	
                (a)

              	
                Type
      and Amount of Other Securities beneficially owned by the Selling
      Securityholder:

              


      

       

      
        	 
      
	 
      
	 
      


      

      


      
        	
                 
      

              	
                6.  Relationships
      with the Company:

              


      

       

      Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

       

      
        	
                 
      

              	
                State
      any exceptions here:

              


      

       

      
        	 
      
	 
      
	 
      


      

      


       

      7.           Claims
against the Company:

       

      Except
as set forth below, to the actual knowledge of the officers and directors or
persons performing similar functions for the undersigned, neither the
undersigned nor any of its Affiliates, officers, directors or principal equity
holders (owners of 5% or more of the equity securities of the undersigned) has
any claims against the Company, its directors, officers, agents and employees,
and each Person who controls the Company (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act) relating to the Company’s
sale of Registrable Securities to the undersigned.

       

      State any
exceptions here:

       

      ________________________________________________________________________________________________________________________________________________________________________________________________________________________

       

      


       

      The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein (other than changes in beneficial ownership
of Common Stock after the effectiveness of the Registration Statement) that may
occur subsequent to the date hereof at any time prior to the effectiveness of
the Registration Statement or while the Registration Statement remains
effective.

       

      By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers hereto and the inclusion of such information in
the Registration Statement and the related prospectus and any amendments or
supplements thereto.  The undersigned understands that such
information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related
prospectus.

       

      IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

       

      Dated:                                                      Beneficial
Owner:                                                                         

      
        	 
      


      

      


      By:                                                                         

      Name:

      Title:

      


      


      PLEASE FAX A COPY OF THE COMPLETED AND
EXECUTED QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL,
TO:

      


      Leslie
J. Croland

      Edwards
Angell Palmer & Dodge, LLP

      350
E. Las Olas Boulevard

      Suite
1150

      Fort
Lauderdale, FL 33301-4215

      Fax
No. (954) 727-2601