**Exhibit 4**

**THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND NEITHER THIS WARRANT, THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, OR ANY INTEREST HEREIN OR THEREIN MAY BE ACQUIRED UPON EXERCISE HEREUNDER, OFFERED, SOLD, TRANSFERRED, ASSIGNED,PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD HERETO AND THERETO, OR (ii) AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.**

**COMMON STOCK PURCHASE WARRANT**

To Purchase Shares of Common Stock of 

**DARA BIOSCIENCES, INC.**

**Dated as of February 26, 2010**

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the holder (the“Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 6-month anniversary of the date hereof (the “Initial ExerciseDate”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DARA BioSciences, Inc., a Delawarecorporation (the “Company”), up to **[            TBD            ]** shares (the“Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as definedin Section 2(b). 

Section 1. Definitions. Capitalized terms used and not otherwise defined hereinshall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of February 26, 2010, among the Company and the purchasers signatory thereto. 

Section 2. Exercise. 

a) Exercise of Warrant. Subject to compliance with applicable securities laws, exercise of the purchase rightsrepresented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of ExerciseForm annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company); provided, however, within fiveTrading Days of the date said Notice of Exercise is delivered to the Company, if this Warrant is exercised in full, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate

Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shallnot be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full. Partial exercises of this Warrant resulting in purchases ofa portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holderand the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days of receipt of such notice.In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of theprovisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. 

b) Exercise Price. The per share exercise price of the Common Stock under this Warrant shall be $0.47, subject toadjustment hereunder (the “Exercise Price”). 

c) Mechanics of Exercise. 

i. Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may beissued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens andcharges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 

ii. Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall betransmitted to the Holder by physical delivery to the address specified by the Holder in the Notice of Exercise within ten (10) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (ifrequired) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The WarrantShares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by paymentto the Company of the Exercise Price. 

iii. Restrictive Legend. The Holder understandsthat unless the issuance of the Warrant Shares shall have been registered or otherwise may be sold pursuant to Rule 144 under the Securities Act or another exemption from registration under the Securities Act without any restriction as to the numberof securities as of a particular date that can then be immediately sold, the Warrant Shares shall bear a restrictive legend in substantially the form described in the Purchase Agreement (and a stop-transfer order may be placed against transfer ofthe certificates for such securities). 

 

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iv. Delivery of New Warrants Upon Exercise. If thisWarrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a newWarrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. 

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional sharesshall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal tosuch fraction multiplied by the Exercise Price. 

Section 3. Certain Adjustments. 

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stockdividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of CommonStock issued by the Company pursuant to this Warrant or the other Warrants), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares ofCommon Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which thenumerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such eventand the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholdersentitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 

b) Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects anymerger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether bythe 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 (D) the Company effects any reclassification of the Common Stockor any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each “Fundamental Transaction”), then, upon any subsequent exercise of thisWarrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successoror acquiring corporation or of the Company, if it is the surviving corporation, and/or any other consideration, including cash (the “Alternate Consideration”), receivable as a result of such merger, consolidation or disposition of

 

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assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of theExercise 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 apportionthe Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash orproperty to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary toeffectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercisesuch warrant into Alternate Consideration. 

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

d) Notice toHolders. Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the factsrequiring such adjustment. 

Section 4. Transfer of Warrant. 

a) Transferability. This Warrant and all rights hereunder are transferable in accordance, and only in accordance,with applicable securities laws and the Securities Purchase Agreement, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attachedhereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a newWarrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 

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

 

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Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 

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

Section 5. Miscellaneous. 

a) Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws andSection 4 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together withthe Assignment Form annexed hereto properly endorsed. 

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

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

d) Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may beexercised on the next succeeding day not a Saturday, Sunday or legal holiday. 

e) Authorized Shares.

The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorizedand unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitutefull authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will takeall such reasonable action as may be necessary to assure that 

 

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such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. 

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

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant isexercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. 

f) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of thisWarrant shall be determined in accordance with the provisions of the Purchase Agreement. 

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

h) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on thepart of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowinglyfails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonableattorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 

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

j)Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration 

 

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herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability isasserted by the Company or by creditors of the Company. 

k) Remedies. Holder, in addition to beingentitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 

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

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

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

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

 

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

Dated:             , 2010

 
**DARA BIOSCIENCES, INC.**By: 
 
Name: 
Richard A. Franco
Title: 
President

 

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**NOTICE OF EXERCISE**

TO: DARA BioSciences, Inc. 

8601 Six ForksRoad, Suite 160 

Raleigh, North Carolina 27615 

(1) The undersigned hereby elects to purchase             Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price, together with all applicable transfertaxes, if any, in accordance with paragraph (2) below. 

(2) Payment shall take the form of$             in lawful money of the United States. 

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

 
 
 
 
The Warrant Shares shall be delivered to the following: 

 
 
 
   
 
   
 
  
 

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**ASSIGNMENT FORM**

(To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise thewarrant.) 

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

 

 

 
 Dated:  
            ,         
 
Holder’s Signature:
 
Holder’s Address:

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

 

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