Specimen Warrant Certificate



 Exhibit 4.9 
 Specimen Warrant Certificate 
  

					
	 NUMBER
  
	  	 THIS WARRANT WILL BE VOID IF NOT
 EXERCISED PRIOR TO 5:00 P.M. NEW YORK
 CITY TIME,
            , 2011
	  	WARRANTS

 VIRAGEN, INC. 
 CUSIP                      
 WARRANT 
 THIS CERTIFIES THAT, for value received 
 is the registered holder of a Warrant or Warrants expiring
                    , 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share
(“Shares”), of Viragen, Inc., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on
                    , 2007, such number of Shares of the Company at the price of
$             per share (subject to adjustment), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Mellon Investor
Services LLC (such payment to be made in cash or by certified check or good bank draft made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Mellon Investor
Services LLC. The Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant and shall have no obligation to settle a Warrant exercise unless a registration statement under the Securities Act of 1933, as amended,
(the “Act”) with respect to the Common Stock is effective, subject to the Company satisfying its obligations under Section 7.4 of the Warrant Agreement to use its best efforts. In the event that a registration statement with respect
to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to
net cash settle the warrant exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. 
 No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such
exercise, round up to the nearest whole number the number of Shares to be issued to such holder. 
 Upon any exercise of the Warrant for less than the total
number of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.








 Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in
person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants. 
 Upon due presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to
the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge. 
 The Company and the Warrant
Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 
 This Warrant
does not entitle the registered holder to any of the rights of a stockholder of the Company. 
 The Company reserves the right to call the Warrant, in whole
or in part, at any time prior to its exercise, and with the consent of Dawson James Securities, Inc. with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after six months from
the date the Warrant becomes exercisable if the last sale price of the Shares has been at least $             per share (subject to adjustment) on any 20 trading days within any 30 trading
day period ending on the third business day prior to the date on which notice of such call is given. The call price of the Warrants is to be $0.001 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date
specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $ call price. 
  

									
					
	 By:
	 	  	 		 	 By:
	 	  
		 	 President
	 		 		 	 Secretary


  

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 SUBSCRIPTION FORM 
 To Be Executed by the Registered Holder in Order to Exercise Warrants 
 The undersigned Registered Holder irrevocably elects
to exercise                              Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of 
  

 (PLEASE TYPE OR PRINT NAME AND ADDRESS) 
  

  

  

 (SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER) 
 and be delivered to ___________________________________________________________________________________________ 
                                        
                         (PLEASE PRINT OR TYPE NAME AND ADDRESS) 
  

 and, if such number of Warrants shall not be all
the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below: 
  

					
			
	 Dated: __________________
	 		 	   
		 		 	(SIGNATURE)
			
		 		 	  
		 		 	(ADDRESS)
			
		 		 	  
			
		 		 	  
		 		 	(TAX IDENTIFICATION NUMBER)

  

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 ASSIGNMENT 
 To Be Executed by the Registered Holder in Order to Assign Warrants 
 For Value Received,
_____________________________________________________________________ hereby sell, assign, and transfer unto 
  

 (PLEASE TYPE OR PRINT NAME AND ADDRESS) 
  

  

  

 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) 
 and be delivered to ___________________________________________________________________________________________ 
                                        
                                        
         (PLEASE PRINT OR TYPE NAME AND ADDRESS) 
 of the Warrants represented by this Warrant Certificate, and
hereby irrevocably constitute and appoint                      Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises. 
  

					
			
	 Dated: ________________________________
	 		 	   
		 		 	(SIGNATURE)

 THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF
THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC
STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE. 
  

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