Exhibit
      4.3

     

    REGISTRATION
      RIGHTS AGREEMENT 

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of November 20, 2005, by and among Oragenics, Inc,
      a
      Florida corporation (the “Company”),
      and
      the persons signatory hereto (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

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

     

    The
      Company and the Purchasers hereby agree as follows: 

     

    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: 

     

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

     

    “Filing
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      45th calendar
      day following the Closing Date.

     

    “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 the 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, Warrant Shares and the shares of common stock purchased
      from
      Jeffrey Hillman and Mento Soponis, 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 resale registration statements required to be filed hereunder, including
      (in
      each case) the Prospectus, amendments and supplements to the registration
      statement 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 the registration statement. 

     


    
      
         

      

      
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    “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 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 effect as
      such
      Rule.

     

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

     

    “Selling
      Holder Questionnaire”
shall
      have the meaning set forth in Section 3(a).

     

    Registration.
      On or
      prior to the Filing Date, the Company shall use commercially reasonable efforts
      to 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-3 (except if the Company is not then eligible
      to
      register for resale the Registrable Securities on Form S-3, in which case the
      Registration Statement shall be on another appropriate Form in accordance
      herewith). The Registration Statement required hereunder shall contain the
      “Plan
      of Distribution”
      attached hereto as Annex A. The Company shall use its commercially reasonable
      efforts to cause the Registration Statement to become effective and remain
      effective as provided herein. The Company shall use its commercially reasonable
      efforts to cause the Registration Statement to be declared effective under
      the
      Securities Act as promptly as possible after the filing thereof, 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 (a) have been sold pursuant to the Registration Statement
      or an exemption from the registration requirements of the Securities Act or
      (b)
      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”).

     

    Registration
      Procedures.
      In
      connection with the Company’s registration obligations hereunder, the Company
      shall: 

     


    
      
         

      

      
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    Not
      less
      than three Trading Days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto, (i) furnish to the
      Purchasers copies of all such documents proposed to be filed (including
      documents incorporated or deemed incorporated by reference to the extent
      requested by such Person), which documents will be subject to the review of
      such
      Purchasers, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of respective counsel to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file the Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith. Each Holder agrees to furnish
      the Company a fully completed and executed questionnaire in the form attached
      to
      this Agreement as Annex B, (a “Selling Holder Questionnaire”) not less than five
      Trading Days prior to the Filing Date. In the event a Holder does not deliver
      the completed and executed Selling Holder Questionnaire within such time period,
      any liquidated damages that otherwise accrue to such Holder shall be tolled
      commencing on the due date until such completed and executed Selling Holder
      Questionnaire is received by the Company.

     

    (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; (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, and
      in
      any event within fifteen Trading Days, 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 Purchasers
      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 during the applicable period in accordance with the intended methods
      of disposition by the Holders thereof set forth in the Registration Statement
      as
      so amended or in such Prospectus as so supplemented.

     

    Notify
      the Holders of Registrable Securities to be sold 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 upon request provide
      true and complete copies thereof and all written responses thereto to each
      of
      the Purchasers); 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. 

     


    
      
         

      

      
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    Use
      its
      commercially 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.

     

    Furnish
      to each Holder, without charge, at least one conformed copy of the Registration
      Statement and each amendment thereto, including financial statements and
      schedules, all documents incorporated or deemed to be incorporated therein
      by
      reference to the extent requested by such Holder, and all exhibits to the extent
      requested by such Holder (including those previously furnished or incorporated
      by reference) promptly after the filing of such documents with the
      Commission.

     

    Promptly
      deliver to each Holder, without charge, as many copies of the Prospectus or
      Prospectuses (including each Form of prospectus) and each amendment or
      supplement thereto as such Holder may reasonably request in connection with
      resales by the Holder of Registrable Securities. 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,
      except after the giving on any notice pursuant to Section 3(c).

     

    Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable best 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 each
      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 in any
      jurisdiction where it is not then so qualified, subject the Company to any
      material tax in any such jurisdiction where it is not then so subject or file
      a
      general consent to service of process in any such jurisdiction.

     

    If
      requested by the Holders, cooperate with the Holders 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.

     


    
      
         

      

      
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    Upon
      the
      occurrence of any event contemplated by Section 3(c)(v), as promptly as
      reasonably possible, 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 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 best efforts to ensure
      that
      the use of the Prospectus may be resumed as promptly as is practicable. The
      Company shall be entitled to exercise its right under this Section 3(i) to
      suspend the availability of a Registration Statement and Prospectus for a period
      not to exceed 60 days (which need not be consecutive days) in the aggregate
      in
      any 12-month period.

     

    Comply
      with all applicable rules and regulations of the Commission.

     

    The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the Person thereof that has voting
      and dispositive control over the Shares. During any periods that the Company
      is
      unable to meet its registration obligations hereunder solely because a Holder
      fails to furnish such information within five Trading Days of the Company’s
      request, any liquidated damages that are accruing at such time as to all Holders
      shall be tolled until such information is delivered to the Company.

     

    The
      Company shall have the right, which right may be exercised by the Company only
      twice during any 12-month period, to extend, suspend or delay the filing or
      effectiveness of any Registration Statement for a period of up to 90 days if
      the
      Company reasonably believes in good faith that the filing or effectiveness
      of
      such Registration Statement would interfere with any then currently active
      acquisition, financing or similar transaction of the Company by requiring the
      premature disclosure of any material corporate development or
      otherwise

     


    
      
         

      

      
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    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
      Trading 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 as required hereunder.

     

    Indemnification.

     

    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, to the extent 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) or (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 contemplated in Section 6(d).
      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.

     


    
      
         

      

      
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    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, to the extent arising out of or based
      upon: (x) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act 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 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 not misleading (i) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      the Registration Statement or such Prospectus or (ii) to the extent that (1)
      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 (it being understood that the Holder has approved
      Annex A hereto for this purpose), such Prospectus or such Form of prospectus
      or
      in any amendment or supplement thereto or (2) 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 contemplated in Section 6(d). 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.

     

    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 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 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 one 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,
      which consent shall not be unreasonably withheld. 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.

     


    
      
         

      

      
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    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. 

     

    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 Section 5(c), 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 of proceeds
      actually received by such Holder from the sale of the Registrable Securities
      by
      reason of such untrue or alleged untrue statement or omission or alleged
      omission, except in the case of fraud by such Holder. 

     

    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.


    
      
         

      

      
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    Miscellaneous.

     

    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.

     

    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. 

     

    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 may provide appropriate stop orders to
      enforce the provisions of this paragraph.

     

    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.

     

    Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and each Purchaser of the then outstanding Registrable
      Securities.

     

    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number provided for below prior
      to
      6:30 p.m. (EST) on a business day, (ii) the business day after the date of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile number provided for below later than 6:30 p.m. (EST) on any date
      and
      earlier than 11:59 p.m. (EST) on such date, (iii) the business day following
      the
      date of mailing, if sent by nationally recognized overnight courier service,
      or
      (iv) upon actual receipt by the party to whom such notice is required to be
      given. The address or facsimile number for such notices and communications
      shall
      be delivered and addressed as set forth in the Purchase Agreement) 

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


     

    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.

     

    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.

     

    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Florida, without regard to the principles
      of conflicts of law thereof. Each party agrees that all legal proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement (whether brought against a party hereto or its
      respective affiliates, directors, officers, shareholders, employees or agents)
      shall be commenced exclusively in the state and federal courts sitting in the
      County of Hillsborough, State of Florida. Each party hereto hereby irrevocably
      submits to the exclusive jurisdiction of the state and federal courts sitting
      in
      the County of Hillsborough, State of Florida for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein (including with respect to the enforcement of the any of
      this Agreement), and hereby irrevocably waives, and agrees not to assert in
      any
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of any such court, that such suit, action or proceeding is
      improper. Each party hereto hereby irrevocably waives personal service of
      process and consents to process being served in any such suit, action or
      proceeding by delivering a copy thereof via overnight delivery (with evidence
      of
      delivery) to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      Each party hereto hereby irrevocably waives, to the fullest extent permitted
      by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising out of or relating to this Agreement or the transactions contemplated
      hereby. If either party shall commence an action or proceeding to enforce any
      provisions of this Agreement, then the prevailing party in such action or
      proceeding shall be reimbursed by the other party for its attorneys fees and
      other costs and expenses incurred with the investigation, preparation and
      prosecution of such action or proceeding.

     

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

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    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 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.

     

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

     

    Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser hereunder is several and not joint with the
      obligations of any other Purchaser hereunder, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder. Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Purchaser pursuant
      hereto or thereto, shall be deemed to constitute the Purchasers as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Purchasers are in any way acting in concert with
      respect to such obligations or the transactions contemplated by this Agreement.
      Each Purchaser 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 Purchaser to be joined as an additional party in any
      proceeding for such purpose.

     

    Conflicting
      Instructions.
      A
      person or entity is deemed to be a holder of Registrable Securities whenever
      such person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more Persons
      or entities with respect to the same Registrable Securities, the Company will
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities. 

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    


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

      

      
        	 	
                ORAGENICS,
                  INC.

                 

                 

                By:
                  /s/ Robert T. Zahradnik

                Name:
                  Robert T. Zahradnik

                Title:
                  Chief Executive Officer

                 

                 

                 

                PURCHASERS

                 

                 

                 

                /s/
                  Brian McAlister

                 

                Name:
                  Brian
                  McAlister

                 

                Shares
                  from Company: 1,500,000

                 

                Warrant
                  Shares: 1,500,000

                 

                Shares
                  from Hillman and Soponis: 600,000

                 

                Street:
                  ____________________________

                 

                City/State/Zip:
                  ______________________

                 

                Attention:
                  _________________________

                 

                Tel:
                  ______________________________

                 

                Fax:
                  ______________________________

                 

                 

                 

                /s/
                  George Hawes

                 

                Name:
                  George
                  Hawes

                 

                 

                 

                Shares
                  from Company: 1,500,000

                 

                Warrant
                  Shares: 1,500,000

                 

                Shares
                  from Hillman and Soponis: 600,000

                 

                
                  Street:
                    ____________________________

                   

                  City/State/Zip:
                    ______________________

                   

                  Attention:
                    _________________________

                   

                  Tel:
                    ______________________________

                   

                  Fax:
                    ______________________________

                   

                

              


      



    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    ANNEX
      A 

     

    PLAN
      OF DISTRIBUTION 

     

    The
      Selling Stockholders and any of their pledgees, assignees, donees and
      successors-in-interest may, from time to time, sell any or all of their resale
      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. A Selling Stockholder may use any one or more of
      the
      following methods when selling shares: 

     

    
      	
                

            	
              •

            	
              ordinary
                brokerage transactions and transactions in which the broker dealer
                solicits purchasers; 

            
	
                

            	
              •

            	
              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; 

            
	
                

            	
              •

            	
              settlement
                of short sales entered into after the date of this prospectus;
                

            
	
                

            	
              •

            	
              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; 

            
	
                

            	
              •

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise; or 

            
	
                

            	
              •

            	
              any
                other method permitted pursuant to applicable law. 

            
	 	 	 


    

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (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 purchaser of shares, from the purchaser) in amounts to be negotiated.
      Each Selling Stockholder does not expect these commissions and discounts
      relating to its sales of shares to exceed what is customary in the types of
      transactions involved.

     

    In
      connection with the sale of our common stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

     


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    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. Each Selling Stockholder has informed the
      Company that it does not have any agreement or understanding, directly or
      indirectly, with any person to distribute the Common Stock.

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act.

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act. In addition, any securities covered by this prospectus
      which qualify for sale pursuant to Rule 144 under the Securities Act may be
      sold
      under Rule 144 rather than under this prospectus. Each Selling Stockholder
      has
      advised us that they have not entered into any agreements, understandings or
      arrangements with any underwriter or broker-dealer regarding the sale of the
      resale shares. There is no underwriter or coordinating broker acting in
      connection with the proposed sale of the resale shares by the Selling
      Stockholders.

     

    We
      agreed
      to keep the registration statement of which this prospectus is part effective
      until the earlier of (i) the date on which the shares may be resold by the
      Selling Stockholders without volume restrictions pursuant to Rule 144(k) or
      (ii)
      all of the shares have been sold pursuant to the registration statement of
      which
      this prospectus is part or Rule 144 under the Securities Act or any other Rule
      of similar effect. The resale shares will be sold only through registered or
      licensed brokers or dealers if required under applicable state securities laws.
      In addition, in certain states, the resale shares may not be sold unless they
      have been registered or qualified for sale in the applicable state or an
      exemption from the registration or qualification requirement is available and
      is
      complied with.

     

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to our common stock for a period of two business
      days prior to the commencement of the distribution. In addition, the Selling
      Stockholders will be subject to applicable provisions of the Exchange Act and
      the rules and regulations thereunder, including Regulation M, which may limit
      the timing of purchases and sales of shares of our common stock by the Selling
      Stockholders or any other person. We will make copies of this prospectus
      available to the Selling Stockholders and have informed them of the need to
      deliver a copy of this prospectus to each purchaser at or prior to the time
      of
      the sale.

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    Annex
      B

     

    Selling
      Holder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock, par value $0.001 per share (the
      “Common
      Stock”),
      of
      Oragenics, Inc., a Florida corporation (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form S-3 (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of November 20, 2005 (the “Registration
      Rights Agreement”),
      among
      the Company and the Purchasers 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.

     

    Notice

     

    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.

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is true and correct in all
      material respects:

     

    QUESTIONNAIRE

     

    
      	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 Natural Control Person (which means a natural person
                who
                directly you indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                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.

     


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    
      	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% or 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:

     


    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. 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 Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	 	 	 	Beneficial
              Owner:
              _______________________________
	Dated:  	 	 	 
	_____________________________________	 	 	 
	 	 	 	
              By:__________________________________________

              Name:
Title:

            


    

      


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    


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

    


    


    Oragenics,
      Inc.

    13700
      Progress Boulevard

    Alachua,
      Florida 32615

    Attn:
      Paul A. Hassie, Chief Financial Officer

    Phone
      no.: (386)
      418-4018

    Fax
      no.: (386)
      418-1660

    



    
      
         

      

      
        3