AMENDMENT NO. 3 TO COMMON STOCK PURCHASE WARRANT OF ORAMED PHARMACEUTICALS INC.

on January 10, 2011, the Company issued to Attara Fund, Ltd. ("Attara"), a Common Stock Purchase Warrant of the Company, which was exercisable for 2,187,500 shares of the Company's Common Stock (as further specified therein), a copy of which is attached hereto as Exhibit A (the "Attara Warrant");

on March 11, 2012, Attara assigned and transferred the Attara Warrant to the Holder and the Company cancelled the Attara Warrant and issued to the Holder a new Common Stock Purchase Warrant of the Company, which is exercisable for 2,187,500 shares of the Company's Common Stock (as further specified therein), a copy of which is attached hereto as Exhibit B (the "Original Regals Warrant");

on August 28, 2012, the Company and the Holder entered into that certain Amendment No. 1 to the Original Regals Warrant, a copy of which is attached hereto as Exhibit C, and on November 13, 2012, the Company and the Holder entered into that certain Amendment No. 2 to the Original Regals Warrant, a copy of which is attached hereto as Exhibit D (as amended by Amendment No. 1 and Amendment No. 2, the "Regals Warrant"); and

the parties have executed that certain letter agreement dated as of even date herewith that provides (among other things) that the parties shall amend each of the Common Stock Purchase Warrants of the Company held by the Holder pursuant to the terms set forth therein, and in connection therewith the parties wish to enter into this Amendment to so amend the Regals Warrant.

1.

The preamble and the exhibits attached hereto constitute an integral part hereof.

2.

Capitalized terms in this Amendment shall have the same meaning as in the Regals Warrant, unless otherwise expressly stated herein.

3.

Section 3(e) ("Anti-dilution Adjustments") of the Regals Warrant shall be deleted in its entirety and replaced with the following:

4.

This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same agreement.