0001387131-11-002372 Sample Contracts

AMENDMENT 1 TO WARRANT AGREEMENT
Warrant Agreement • November 2nd, 2011 • Ohr Pharmaceutical Inc • Communications equipment, nec

This AMENDMENT 1, dated as of October 31, 2011, to the WARRANT AGREEMENT (the “Warrant Agreement”), dated the 31st day of October, 2006, between OHR PHARMACEUTICAL INC. (formerly known as BBM Holdings, Inc.), a Delaware corporation (the “Company”), and STANDARD REGISTRAR AND TRANSFER COMPANY, INC., as Warrant Agent (the “Warrant Agent”).

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BROADBAND MARITIME INC.
Warrant Agreement • November 2nd, 2011 • Ohr Pharmaceutical Inc • Communications equipment, nec • Delaware

WHEREAS, a certain Subscription Agreement between the Company and certain investors, dated as of September 29, 2006 (the "Subscription Agreement") provides for (i) the offer (the "Offering") by the Company of up to an aggregate of 250,000 shares (the "Shares") of Class A 5% Convertible Preferred Stock, $0.0001 par value per share (the "Preferred Stock"), in units with 5-year warrants exercisable to purchase an aggregate of up to 125,000,000 shares of Common Stock of the Company (the "Common Stock") at $.02 per share (the "Unit Warrants"), and (ii) in certain circumstances, the additional issuance by the Company of up to an aggregate of 250,000 shares (the "New Shares") of Preferred Stock in units with Unit Warrants exercisable to purchase an aggregate of up to 125,000,000 shares of Common Stock of the Company (the "New Common Stock") at $.02 per share (the "New Unit Warrants");

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