SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is dated as of May 10, 2017, among Oragenics, Inc., a Florida
corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
A. The Company
and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act, and Rule 506 of Regulation D ("Regulation D") as
promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act.
Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number of shares of Preferred Stock set forth below such Purchasers name on the
signature page of this Agreement and Warrants as provided herein.
C. Contemporaneously with the execution and delivery of this Agreement,
the parties hereto are executing and delivering the Registration Rights Agreement, pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Securities under the Securities Act and the
rules and regulations promulgated thereunder and applicable state securities laws.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the
following terms have the meanings set forth in this Section 1.1:
"Affiliate" means any Person that, directly or
indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Purchaser, any investment fund or
managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.
"Business Day" means any day except Saturday, Sunday, any day which shall be a
federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
"Certificate of Designation" means the Certificate of Designation to be filed prior to the First Closing by the Company with
the Secretary of State of Florida in the form of Exhibit A attached hereto.
"Closing Dates" means the
First Closing Date and the Second Closing Date.
"Closings" means the First Closing and the Second Closing.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the Common Stock of the Company, par value $0.001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed into.
"Common Stock Equivalents" means any securities of
the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into
or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
means Shumaker, Loop & Kendrick, LLP, with offices located at 101 E. Kennedy Blvd. Suite 2800, Tampa, Florida 33602.
"Disclosure Schedules" means the Disclosure Schedules of the Company delivered concurrently herewith.
"Effective Date" means the date that the initial Registration Statement filed by the Company pursuant to the Registration
Rights Agreement is first declared effective by the Commission.
"Exchange Act" means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.
"First Closing" means the first closing of the
purchase and sale of the Securities pursuant to Section 2.1(a).
"First Closing Date" the Trading Day on which all
of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount as to the First Closing and (ii) the
Companys obligations to deliver the Securities issuable at the First Closing, in each case, have been satisfied or waived.
"GAAP" shall have the meaning ascribed to such term in Section 3.1(e).
"Intellectual Property" shall have the meaning ascribed to such term in Section 3.1(o).
"Legend Removal Date" shall have the meaning ascribed to such term in Section 4.1(c).
"Liens" means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
"Material Adverse Effect" shall have the meaning assigned to such term in Section 3.1(a).
"Per Share Purchase Price" equals $0.25.
"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture,
limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
"Preferred Stock" means the shares of Company Series A preferred stock to be issued to the Purchasers.
"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.
"Purchaser Party" shall have the meaning
ascribed to such term in Section 4.5.
"Registration Rights Agreement" means the Registration Rights Agreement,
dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.
"Registration Statement" means a registration statement meeting the requirements set forth in the Registration Rights
Agreement and covering the resale by the Purchasers of the Underlying Shares.
"Rule 144" means Rule 144 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.
"SEC Documents" shall have the meaning ascribed to such term in Section 3.1(e).
"Second Closing" means the second closing of the purchase and sale of the Securities pursuant to Section 2.1(b).
"Second Closing Date" the Trading Day on which all of the Transaction Documents have been executed and delivered by the
applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount as to the Second Closing and (ii) the Companys obligations to deliver the Securities issuable at the
Second Closing, in each case, have been satisfied or waived, which date shall be on or before the 5th Trading Day following the date of the Shareholder Approval.
"Securities" means the Preferred Stock, the Warrants and the Underlying Shares.