SECOND AMENDMENT TO THE LOAN AGREEMENT
This Second Amendment (the “Second Amendment”) to the Loan and Security Agreement, dated as of December 15, 2020, as amended by the First Amendment dated April 19, 2023 (as amended, the “Agreement”) is made and entered into on October 8, 2024 (the “Effective Date”) by and between Soligenix, Inc., a corporation incorporated in the State of Delaware, and each of its Subsidiaries from time to time party thereto, including the Subsidiaries set forth on Schedule I to the Agreement (collectively referred to as “Borrower”), Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P. (each a “Lender” and collectively, the “Lenders”) and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and Lenders.
Recitals:
WHEREAS, the Borrower and the Lenders have entered into the Agreement and now wish to amend it in accordance with the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1.Definitions. All terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
2.Amendment.
a.Conversion Price. Section 8.2 of the Agreement shall be amended as follows:
“Conversion Price. The Conversion Price for the Initial Loan and Credit Line shall be equal to (a) $3.81 for the first 501,648 Shares issued to the Lenders pursuant to the terms of this Agreement following October 7, 2024 and (b) $4.23 with respect to all Shares issued to the Lender pursuant to the terms of this Agreement in excess of the first 501,648 Shares so issued.”
3.Covenants regarding Shares. Notwithstanding anything contained to the contrary in the Agreement or the Registration Rights Agreement, Lenders hereby agree that:
a.if the Lenders are notified by the Borrowers in writing that the directors and officers of Soligenix, Inc. have entered into a lockup or similar agreement prohibiting the transaction in shares of common stock of Soligenix, Inc. following the Effective Date in connection with a public offering of securities by Soligenix, Inc., then, at the request of the Borrowers, Lenders shall execute and deliver a lockup or similar agreement with terms substantially similar to those agreed to by such officers and directors; provided, however, that Borrowers shall use commercially reasonable efforts to minimize the length of any lock-up period applicable to Lenders;