Exhibit
4.1


 


THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.


 


This
Warrant is issued pursuant to that certain Stock Purchase Agreement dated May 1, 2020 by and among the Company and the stockholder
(the “Purchase Agreement”).


 


	No.
    2020-1	CUSIP:
    684023-30 2


 


Oragenics,
INC.


 


COMMON
STOCK PURCHASE WARRANT


 


Oragenics,
Inc., a Florida corporation (together with any corporation which shall succeed to or assume the obligations of Oragenics, Inc.
hereunder, the “Company”), hereby certifies that, for value received, Joseph Hernandez (the “Holder”),
or his assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time during the Exercise
Period (as defined in Section 12 hereof) up to 9,200,000 fully paid and non-assessable shares of Common Stock (as defined in Section
12 hereof), at a purchase price per share equal to the Exercise Price (as defined in Section 12 hereof). The number of shares
of Common Stock for which this Common Stock Purchase Warrant (the “Warrant”) is exercisable and the
Exercise Price are subject to adjustment as provided herein.


 


1.
DEFINITIONS. Terms defined in the Purchase Agreement and not otherwise defined herein are used herein with the meanings
so defined. Certain terms are used in this Warrant as specifically defined in Section 12 hereof.


 


2.
EXERCISE OF WARRANT.


 


2.1.
Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time
prior to the Exercise Period by submitting the form of subscription attached hereto (the “Exercise Notice”)
duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified
number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as
to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following
the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgement of
confirmation of receipt of the Exercise Notice. This Warrant shall be deemed exercised for all purposes as of the close of business
on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Purchase Price, if any, shall be
paid by wire transfer to the Company within two (2) Business Days of the date of exercise and prior to the time the Company issues
the certificates evidencing the shares issuable upon such exercise. In the event the Warrant is not exercised in full, the Company
may, at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company
will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the
Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to
the number of such shares called for on the face of this Warrant minus the number of such shares (without giving effect to any
adjustment therein) for which this Warrant shall have been exercised. Notwithstanding the foregoing, if shareholder approval of
the issuance of the Common Stock issuable upon exercise of this Warrant is required under NYSE listing rules, then, until such
shareholder approval is obtained, the Holder shall not be entitled to receive shares of Common Stock upon exercise of the Warrant
to the extent (but only to the extent) that such exercise or receipt would cause a violation of such listing rules.


 




    	1



    	 



    

 


2.2.
Payment of Exercise Price by Wire Transfer. If the Holder elects to purchase a specified number of shares by paying the
Aggregate Exercise Price, the Holder shall pay such amount by wire transfer of immediately available funds to an account designated
in advance by the Company.


 


2.3.
Net Exercise. If at any time after the date hereof, there is no effective registration statement registering, or no current
prospectus available for, the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised, in whole
or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares, by receiving shares of Common Stock equal to the number of shares determined pursuant to the following formula:


 


X
= Y (A - B)


A


where,


 


	 	X
    =	the
    number of shares of Common Stock to be issued to Holder;
	 	 	 
	 	Y
    =	the
    number of shares of Common Stock as to which this Warrant is to be exercised (as indicated on the Exercise Notice);
	 	 	 
	 	A
    =	the
    volume weighted average price of the Common Stock quoted on the NYSE or any other U.S. exchange on which the Common Stock
    is listed, whichever is applicable, as posted by Bloomberg L.P. (or such other reference reasonably relied upon by the Company
    if not so published) for the five (5) Trading Days ending on the Trading Day immediately preceding the date of exercise; and
	 	 	 
	 	B
    =	the
    Exercise Price.


 


2.4.
Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that an exercise of
this Warrant pursuant to the terms hereof would be subject to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the “HSR Act”), the Company shall file, within seven (7) Business Days after receiving
notice from the Holder of the applicability of the HSR Act and a request to so file, with the United States Federal Trade Commission
(the “FTC”) and the United States Department of Justice (the “DOJ”) the notification
and report form and any supplemental information required to be filed by it pursuant to the HSR Act in connection with the exercise
of this Warrant. Any such notification and report form and supplemental information will be in full compliance with the requirements
of the HSR Act. The Company will furnish to the Holder promptly (but in no event more than five (5) Business Days) such information
and assistance as the Holder may reasonably request in connection with the preparation of any filing or submission required to
be filed by the Holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or requests for additional
information from the FTC or the DOJ (and in no event more than three (3) Business Days after receipt of such inquiry or request).
The Company shall keep the Holder apprised periodically and at the Holder’s request of the status of any communications
with, and any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall bear all filing or
other fees required to be paid by the Company and the Holder (or the “ultimate parent entity” of the Holder, if any)
under the HSR Act or any other applicable law in connection with such filings and all costs and expenses (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by the Company and the Holder in connection with the preparation of such
filings and responses to inquiries or requests. In the event that this Section 2.4 is applicable to any exercise of this Warrant,
the purchase by the Holder of the Exercise Shares subject to such exercise, and the payment by the Holder of the Exercise Price
therefor, shall be subject to the expiration or earlier termination of the waiting period under the HSR Act (with the exercise
date of this Warrant being deemed to be the date immediately following the date of such expiration or early termination).


 




    	2



    	 



    

 


2.5.
Termination. This Warrant shall terminate upon the earlier to occur of (i) exercise in full or (ii) the expiration of the
Exercise Period.


 


3.
REGISTRATION RIGHTS. The Holder of this Warrant has certain rights to require the Company to register its resale of the
Warrant Shares under the Securities Act and any blue sky or securities laws of any jurisdictions within the United States at the
time and in the manner specified in the Purchase Agreement, dated as of May 1, 2020, as amended and in effect from time to time.


 


4.
DELIVERY OF STOCK CERTIFICATES ON EXERCISE.


 


4.1.
Delivery of Exercise Shares. As soon as practicable after any exercise of this Warrant and in any event within three (3)
Trading Days thereafter (such date, the “Exercise Share Delivery Date”), the Company shall, at its expense
(including the payment by it of any applicable issue or stamp taxes), cause to be issued in the name of and delivered to the Holder,
or as the Holder may direct, a certificate or certificates evidencing the number of fully paid and nonassessable shares of Common
Stock (or Other Securities, as applicable) (which number shall be rounded up to the nearest whole share in the event any fractional
share may otherwise be issuable upon such exercise) to which the Holder shall be entitled on such exercise, in such denominations
as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends provided
that the shares subject to the Exercise Notice are included in an effective Registration Statement or all applicable requirements
of Rule 144, including the holding period thereof, are met. In lieu of delivering physical certificates for the shares of Common
Stock (or Other Securities) issuable upon any exercise of this Warrant, provided the Company’s transfer agent is participating
in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program or a similar program and either (A) there is an effective registration statement permitting the issuance of the shares
to or resale of the shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations
pursuant to Rule 144 (it being understood that if both (A) and (B) are not satisfied, then such shares of Common Stock (or Other
Securities) shall be kept in book entry form by the Company’s transfer agent), upon request of the Holder, the Company shall
cause its transfer agent to electronically transmit such shares of Common Stock (or Other Securities) issuable upon exercise of
this Warrant to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker
with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock certificates
shall apply) as instructed by the Holder (or its designee). The Company understands that a delay in the delivery of the Exercise
Shares after the Exercise Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such
loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Exercise Shares
upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth
(5th) Trading Day) after the Exercise Share Delivery Date for each $1,000 of Aggregate Exercise Price for which this Warrant is
exercised which are not timely delivered. The Company shall pay any payments incurred under this Section 4 in immediately available
funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the
Company fails for any reason to effect delivery of the Exercise Shares by the Exercise Share Delivery Date, the Holder may revoke
all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and
the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this
Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission
is given to the Company.


 




    	3



    	 



    

 


4.2.
Compensation for Buy-In on Failure to Timely Deliver Exercise Shares. In addition to any other rights available to the
Holder, if the Company fails to cause its transfer agent to transmit to the Holder Exercise Shares pursuant to an exercise on
or before the Exercise Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Exercise Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Exercise Shares that the Company was required to deliver to the Holder in connection with the exercise at issue
times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Exercise Shares for which such exercise was not honored
(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


4.3.
Charges, Taxes and Expenses. Issuance of Exercise Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Exercise Shares, all of which taxes and expenses shall be paid
by the Company, and such Exercise Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event Exercise Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed
by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing of any Exercise Notice.


 


5.
ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS AND RECLASSIFICATIONS.


 


5.1.
Distribution of Assets; Spin-Off. If the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a Spin-Off, dividend, reclassification, corporate
rearrangement or other similar transaction, but excluding cash dividends which are prohibited by Section 5.2 hereof and excluding
stock dividends or stock split adjustments in respect of which are provided for in Section 7 hereof) (a “Distribution”),
at any time on or after the Closing Date (as defined in the Purchase Agreement), then, in each such case:


 




    	4



    	 



    

 


(a)
(i) the Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record
date, to a price determined by multiplying such Exercise Price by a fraction of which:


 


(A)
the numerator shall be the Market Price of the Common Stock on the Trading Day immediately preceding such record date minus the
Fair Market Value of the Distribution applicable to one share of Common Stock, and


 


(B)
the denominator shall be the Market Price of the Common Stock on the Trading Day immediately preceding such record date; and (ii)
the number of Warrant Shares obtainable upon exercise of this Warrant shall be increased to a number of shares equal to the number
of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination
of holders of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth
in the immediately preceding clause (i) of this Section 5.1(a); and


 


(b)
Notwithstanding the provisions of the foregoing clause (a), in the event of a Spin-Off in which the Distribution is of common
stock of a subsidiary of the Company, then (i) the Exercise Price in effect immediately prior to the close of business on the
record date fixed for the determination of holders of Common Stock entitled to receive such Distribution shall be reduced, effective
as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction of which:


 


(A)
the numerator shall be the Market Price of the Common Stock on the Trading Day immediately preceding such record date minus the
Fair Market Value of the Distribution applicable to one share of Common Stock, and


 


(B)
the denominator shall be the Market Price of the Common Stock on the Trading Day immediately preceding such record date; and (ii)
the Holder shall receive an additional warrant to purchase common stock of such company, the terms of which shall be identical
to those of this Warrant, except that such warrant shall be exercisable into the number of shares of common stock of such company
that would have been issuable or distributed to the Holder of this Warrant pursuant to the Distribution had the Holder exercised
this Warrant for cash for the full number of shares of Common Stock on the face of this Warrant (notwithstanding the requirement
that this Warrant be exercised pursuant to the net exercise provisions of Section 2.3) immediately prior to such record date and
with an exercise price equal to the amount by which the Exercise Price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the preceding clause (i) of this Section 5.1(b).


 


5.2.
Cash Dividends. For so long as any Warrants are outstanding, no cash dividend shall be declared or paid or set aside for
payment on any shares of the Company’s Common Stock or any parity or junior stock thereto.


 




    	5



    	 



    

 


5.3.
Other Events. If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided
for by such provisions, then the Company’s board of directors (the “Board of Directors”), acting
in good faith and consistent with their fiduciary duties, shall make an appropriate adjustment in the Exercise Price and the number
of shares of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the Holder.


 


6.
ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.


 


6.1.
Certain Adjustments. In case at any time or from time to time on or after the Closing Date (as defined in the Purchase
Agreement), the Company shall (i) effect a capital reorganization, reclassification or recapitalization, (ii) consolidate with
or merge into any other Person, or (iii) transfer all or substantially all of its properties or assets to any other Person under
any plan or arrangement contemplating the dissolution of the Company, then in each such case, this Warrant shall thereafter be
exercisable for the same kind and amounts of securities (including shares of stock) or other assets, or both, which were issuable
or distributable to the holders of outstanding Common Stock upon such reorganization, reclassification, recapitalization, consolidation,
merger or transfer, in respect of that number of shares of Common Stock for which this Warrant could have been exercised immediately
prior to such reorganization, reclassification, recapitalization, consolidation, merger or transfer; and, in any such case, appropriate
adjustments (as determined in good faith by the Board of Directors of the Company) shall be made to assure that the provisions
set forth herein shall thereafter be applicable, as nearly as reasonably may be practicable, in relation to any securities or
other assets thereafter deliverable upon the exercise of this Warrant.


 


6.2.
Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 6, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to
the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such
reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be,
and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the Person
acquiring all or substantially all of the properties or assets of the Company, whether or not such Person shall have expressly
assumed the terms of this Warrant as provided in Section 8 hereof.


 


7.
ADJUSTMENTS FOR STOCK EVENTS AND ISSUANCE OF OTHER SECURITIES.


 


7.1.
General. If at any time on or after the Closing Date (as defined in the Purchase Agreement) there shall occur any
stock split, stock dividend, reverse stock split or other subdivision of the Company’s Common Stock (“Stock
Event”), then the number of shares of Common Stock to be received by the Holder shall be appropriately adjusted
such that the proportion of the number of shares issuable hereunder to the total number of shares of the Company (on a fully diluted
basis) prior to such Stock Event is equal to the proportion of the number of shares issuable hereunder after such Stock Event
to the total number of shares of the Company (on a fully-diluted basis) after such Stock Event. The Exercise Price shall be proportionately
decreased or increased upon the occurrence of any Stock Event; provided that in no event will the Exercise Price be less
than the par value of the Common Stock.


 




    	6



    	 



    

 


7.2.
Other Securities. In case any Other Securities shall have been issued, or shall then be subject to issue upon the conversion
or exchange of any stock (or Other Securities) of the Company (or any other issuer of Other Securities or any other entity referred
to in Section 6 hereof) or to subscription, purchase or other acquisition pursuant to any rights or options granted by the Company
(or such other issuer or entity), the Holder shall be entitled to receive upon exercise hereof such amount of Other Securities
(in lieu of or in addition to Common Stock) as is determined in accordance with the terms hereof, treating all references to Common
Stock herein as references to Other Securities to the extent applicable, and the computations, adjustments and readjustments provided
for in this Section 7 with respect to the number of shares of Common Stock issuable upon exercise of this Warrant shall be made
as nearly as possible in the manner so provided and applied to determine the amount of Other Securities from time to time receivable
on the exercise of the Warrant, so as to provide the Holder with the benefits intended by this Section 7 and the other provisions
of this Warrant.


 


8.
NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of 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 or performance of any of the terms of the Warrant, but will at all times in good faith assist in the carrying
out of all such terms and in taking all such action as may be necessary or appropriate in order to protect the rights of the Holder
against dilution. Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any shares
of stock receivable on the exercise of the Warrant above the amount payable therefor on such exercise, (ii) will take all such
action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of stock on the exercise of the Warrant from time to time outstanding, and (iii) subject to Section 14, will not transfer
all or substantially all of its properties and assets to any other entity (corporate or otherwise), or consolidate with or merge
into any other entity or permit any such entity to consolidate with or merge with the Company (if the Company is not the surviving
entity), unless such other entity shall expressly assume in writing and will be bound by all the terms of this Warrant.


 


9.
CERTIFICATE AS TO ADJUSTMENTS. In each case of any event that may require any adjustment or readjustment in the shares
of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting
forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in
detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of
Common Stock then issued and outstanding, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account
thereof. The Company will forthwith mail a copy of each such certificate to the Holder, and will, on the written request at any
time of the Holder, furnish to the Holder a like certificate setting forth the calculations used to determine such adjustment
or readjustment.


 


10.
NOTICES OF RECORD DATE. In the event of:


 


(a)
any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive any other right; or


 


(b)
any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into any
other Person; or


 




    	7



    	 



    

 


(c)
any voluntary or involuntary dissolution, liquidation or winding-up of the Company. then, and in each such event, the Company
will mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right,
or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution,
liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record
of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for securities
or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution,
liquidation or winding-up. Such notice shall be mailed at least thirty (30) days prior to the date specified in such notice on
which any such action is to be taken.


 


11.
RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT; REGULATORY COMPLIANCE.


 


11.1.
Reservation of Stock Issuable on Exercise of Warrant. The Company shall at all times while this Warrant shall be outstanding,
reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from
time to time be sufficient to effect the exercise of all or any portion of the Warrant Shares (disregarding for this purpose any
and all limitations of any kind on such exercise). The Company shall, from time to time in accordance with the Florida Business
Corporation Act, increase the authorized number of shares of Common Stock or take other effective action if at any time the unissued
number of authorized shares shall not be sufficient to satisfy the Company’s obligations under this Section 11.


 


11.2
Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of exercise of the Warrant Shares require
registration or listing with or approval of any Governmental Authority, stock exchange or other regulatory body under any federal
or state law or regulation or otherwise before such shares may be validly issued or delivered upon exercise, the Company shall,
at its sole cost and expense, in good faith and as expeditiously as possible, secure such registration, listing or approval, as
the case may be.


 


12.
DEFINITIONS. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:


 


Aggregate
Exercise Price means, in connection with the exercise of this Warrant at any time, an amount equal to the product obtained
by multiplying (i) the Exercise Price times (ii) the number of shares of Common Stock for which this Warrant is being exercised
at such time.


 


Common
Stock means (i) the Company’s Common Stock, $0.001 par value per share, (ii) any other capital stock of any class or
classes (however designated) of the Company, the holders of which shall have the right, without limitation as to amount, either
to all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions
on any shares entitled to preference, and (iii) any other securities into which or for which any of the securities described in
clauses (i), or (ii) above have been converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.


 


Common
Stock Deemed Outstanding means, at any given time, the number of shares of Common Stock actually outstanding at such time,
plus the number of shares of Common Stock issuable at such time upon conversion of any Convertible Securities and Options (other
than this Warrant and any other warrants issued under the Purchase Agreement) then outstanding to the extent such Convertible
Security or Option is (i) convertible, exercisable or exchangeable at such time and (ii) convertible, exercisable or exchangeable
at a price that is less than the Fair Market Value of a share of Common Stock issuable upon such conversion, exercise or exchange
at such time.


 




    	8



    	 



    

 


Convertible
Securities means any evidences of indebtedness, shares (other than Common Stock) or other securities directly or indirectly
convertible into or exchangeable for Common Stock.


 


Exchange
Act shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.


 


Exercise
Period means the period commencing on the earlier of the following: (i) receipt of notification that the Biomedical
Advanced Research and Development Authority (BARDA) is willing to fund the development program for COVID-19 vaccine, (ii) phase
1 clinical data demonstrating activity (by definition this requires evidence of SARS-COV-2 antibody appearance in blood/serum
in phase 1 subjects who had tested negative for SARS-Cov-2 antibodies prior to receipt of the vaccine), or (iii) one year from
the date of issuance and ending on the fifth (5th) anniversary of the Issue Date.


 


Exercise
Price means $1.25 per share of Common Stock.


 


Exercise
Shares means the shares of Common Stock for which this Warrant is then being exercised.


 


Fair
Market Value means, with respect to any security or other property, the fair market value of such security or other property
as determined unanimously by the Board of Directors, acting in good faith. If the Board of Directors is unable to unanimously
agree to the fair market value, it will have an independent third-party appraisal conducted by a nationally-recognized valuation
company and the determination of such company shall be final.


 


Governmental
Authority means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank).


 


Issue
Date means May 1, 2020.


 


Market
Price means, with respect to the Common Stock, on any given day, the closing sale price or, if no closing sale price is reported,
the last reported sale price of the shares of the Common Stock on the New York Stock Exchange on such date. If the Common Stock
is not traded on the New York Stock Exchange on any date of determination, the Market Price of the Common Stock on such date of
determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional
securities exchange on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported
sale price on the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or
if the Common Stock is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for
the Common Stock in the over-the-counter market as reported by the OTC Markets Group or similar organization, or, if that bid
price is not available, the market price of the Common Stock on that date as determined by a nationally recognized independent
investment banking firm retained by the Company for this purpose.


 




    	9



    	 



    

 


Option
means any rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.


 


Other
Securities refers to any stock (other than Common Stock) and other securities of the Company or any other entity (corporate
or otherwise) (i) which the Holder at any time shall be entitled to receive, or shall have received, on the exercise of this Warrant,
in lieu of or in addition to Common Stock, or (ii) which at any time shall be issuable or shall have been issued in exchange for
or in replacement of Common Stock or Other Securities, in each case pursuant to Section 5 or 6 hereof.


 


Person
shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust,
an unincorporated organization and a government or any department or agency thereof.


 


Principal
Market means, at any time, the securities exchange, quotation system or over-the-counter trading facility on which the Common
Stock is then principally traded or quoted at such time.


 


Reference
Price means, on any date of determination, the greater of (i) the Market Price per share as of such date and (ii) the Exercise
Price.


 


Securities
Act means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time in effect.


 


Spin-Off
means a transaction in which the Company spins off or otherwise divests itself of a part of its business or operations or
disposes all or a part of its assets in a transaction in which the Company does not receive compensation for such business, operations
or assets, but causes securities of a subsidiary of the Company or another entity to be distributed or otherwise issued to security
holders of the Company.


 


Trading
Day means, at any time, a day on which the Principal Market is open for the general trading or quotation of securities and
the Common Stock is traded or quoted thereon without suspension or interruption.


 


13.
LIMITATION ON BENEFICIAL OWNERSHIP. Notwithstanding anything to the contrary contained herein, the Holder shall not be
entitled to receive shares of Common Stock or Other Securities (together with Common Stock, “Equity Interests”)
upon exercise of the Warrant to the extent (but only to the extent) that such exercise or receipt would cause the Holder Group
to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the Exchange
Act which exceeds the Maximum Percentage (as defined below) of the Equity Interests of such class that are outstanding at such
time. This limitation on beneficial ownership (a) may be increased, decreased or terminated, in the Holder’s sole discretion,
upon 61 days’ written notice to the Company by the Holder and (b) shall terminate automatically on the date that is 15 days
prior to expiration of the Exercise Period. Any purported delivery of Equity Interests in connection with the exercise of the
Warrant prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but
only to the extent) that such delivery would result in the Holder Group becoming the beneficial owner of more than the Maximum
Percentage of the Equity Interests of a class that is registered under the Exchange Act that is outstanding at such time. If any
delivery of Equity Interests owed to the Holder following exercise of the Warrant is not made, in whole or in part, as a result
of this limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver
such Equity Interests as promptly as practicable after the Holder gives notice to the Company that such delivery would not result
in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof. For purposes of
this Section 13, (i) unless modified by the Holder pursuant to the second sentence of this Section 13, the term “Maximum
Percentage” shall mean 19.99%; provided, that if at any time after the date hereof the Holder Group beneficially
owns in excess of 19.99% of any class of Equity Interests in the Company that is registered under the Exchange Act (excluding
any Equity Interests deemed beneficially; and (ii) the term “Holder Group” shall mean the Holder plus
any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which
the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests
of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such
class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more
recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then
outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within two Trading Days
of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. The
provisions of this Section 13 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial
ownership limitation herein contained.


 




    	10



    	 



    

 


14.
TRANSFER OF WARRANT.


 


14.1.
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, subject to compliance with any applicable securities laws, upon surrender of this Warrant at the principal
office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form of
assignment (the “Assignment Notice”) attached hereto duly executed by the Holder or its agent or attorney.
Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees,
as applicable, and in the denomination or denominations specified in such Assignment Notice, 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. The Warrant,
if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Exercise Shares without having
a new Warrant issued.


 


14.2.
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid 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 14.1, as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the original Issue Date and shall be identical with this Warrant except as to the number of Exercise Shares issuable pursuant
thereto.


 


15.
LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Exercise
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of this 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 of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 




    	11



    	 



    

 


16.
REMEDIES. The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default
by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and
that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.


 


17.
NOTICES. All notices and other communications from the Company to the Holder shall be sent by overnight courier (or sent
in the form of a facsimile) at such address as may have been furnished to the Company in writing by the Holder or, until the Holder
furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished an address
to the Company.


 


18.
CONSENT TO AMENDMENTS. Any term of this Warrant may be amended, and the Company may take any action herein prohibited,
or compliance therewith may be waived, only if the Company shall have obtained the written consent (and not without such written
consent) to such amendment, action or waiver from the Holder; provided, that if any other holder of Warrants receives any remuneration
or compensation as consideration for any consent, amendment or waiver to its Warrant, then such remuneration or compensation shall
be concurrently delivered, on the same equivalent terms, ratably to the Holder. No course of dealing between the Company and the
Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of the Holder.


 


19.
MISCELLANEOUS. In case any provision of this Warrant shall be invalid, illegal or unenforceable, or partially invalid,
illegal or unenforceable, the provision shall be enforced to the extent, if any, that it may legally be enforced and the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If any provision
of this Warrant is found to conflict with the Purchase Agreement, the provisions of this Warrant shall prevail. THIS WARRANT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE
OF FLORIDA, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION
OTHER THAN SUCH STATE. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect
any of the terms hereof.


 


[Remainder
of Page Intentionally Left Blank]


 




    	12



    	 



    

 


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


 


Dated
as of May 1, 2020


 


	 	ORAGENICS,
    INC.
	 	 	 
	 	By:	/s/
    Alan Joslyn
	 	 	Alan
Joslyn, Chief Executive Officer and President


 





[Signature Page to Warrant]







 




    	 	 	 



    	 



    

 


EXERCISE
NOTICE


 


(To
be signed only on exercise


of
Common Stock Purchase Warrant)


 


	TO:	Oragenics, Inc.




 


1.
The undersigned Holder of the attached Warrant hereby elects to exercise its purchase right under such Warrant to purchase shares
of Common Stock of Oragenics, Inc., a Florida corporation (the “Company”), as follows (check one or
more, as applicable):


 


	 	[  ]	to
    exercise the Warrant to purchase __________ shares of Common Stock and to pay the Aggregate Exercise Price therefor by wire
    transfer of United States funds to the account of the Company, which transfer has been made prior to or as of the date of
    delivery of this Form of Subscription pursuant to the instructions of the Company;


 


		and/or



 


	 	[  ]	to
    exercise the Warrant with respect to ____________ shares of Common Stock pursuant to the net exercise provisions specified
    in Section 2.3 of the Warrant.


 


2.
Please issue a stock certificate or certificates representing the appropriate number of shares of Common Stock in the name of
the undersigned or in such other name(s) as is specified below:


 


	 	Name:	 	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 	 	 	 
	 	TIN:	 	 


 


	 	 	Dated:	 
	(Signature
    must conform exactly to name of Holder

     as specified on the face of the Warrant)	 	 	 


 




    	 	 	 



    	 



    

 


FORM
OF ASSIGNMENT


(To
be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto ____________ the right represented by the within Warrant
to purchase shares of Common Stock of Oragenics, Inc., a Florida corporation, to which the within Warrant relates, and appoints
_______________ attorney to transfer such right on the books of Oragenics, Inc., with full power of substitution in the premises.


 


	 	[insert
    name of Holder]


 


	Dated:	 	 	By:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	[insert address of Holder]


 


	Signed
    in the presence of: