Third Amendment to Unsecured Revolving Credit Agreement



 Exhibit 10.1 
 THIRD AMENDMENT TO 
 REVOLVING CREDIT AGREEMENT 

Between: 
 THE
KOSKI FAMILY LIMITED PARTNERSHIP, 
 a Texas Limited Partnership 

as “Lender” 
 and 
 ORAGENICS, Inc., 

a Florida Corporation 
 as “Borrower”. 
 Date: June 29, 2011 







 THIRD AMENDMENT TO 

REVOLVING CREDIT AGREEMENT 
 THIS THIRD AMENDMENT to the REVOLVING CREDIT AGREEMENT (the “Third Amendment”) is made and entered into as of the 29th day of June, 2011, by and between THE KOSKI FAMILY LIMITED PARTNERSHIP, a Texas Limited Partnership
(“Lender”), having an address for the purposes hereof of 3525 Turtle Creek Boulevard, Unit 19-B, Dallas, Texas 75219 and ORAGENICS, INC., a Florida corporation (“Borrower”), having an address of 3000 Bayport
Drive, Suite 685, Tampa, Florida 33607. 
 RECITALS: 

WHEREAS, Borrower applied to Lender for a revolving loan in the principal amount of up to $2,000,000, upon and subject to the
terms and conditions hereof; 
 WHEREAS, on July 30, 2010, Lender and Borrower entered into the Revolving Credit
Agreement (the “Credit Agreement”); 
 WHEREAS, on each of September 13, 2010 and November 8, 2010,
Borrower drew down $1,000,000 under the Credit Agreement and issued notes to Lender in such amounts; 
 WHEREAS, on
January 24, 2011, Borrower and Lender amended the Agreement to add an additional $500,000 of availability to the Credit Agreement and Borrower thereafter drew down the additional $500,000 and issued a note to Lender in such amount (the
“First Amendment”); 
 WHEREAS, on February 4, 2011, Borrower and Lender again amended the Credit
Agreement which (i) increased the availability under the Credit Agreement by an additional $2,500,000 to $5,000,000; (ii) limited future borrowings to $500,000 per month and to the first week of any applicable month; (iii) extended
the due date of amounts outstanding and subsequently borrowed under the Agreement from July 30, 2011 to July 30, 2012; (iv) included an automatic conversion provision; and (v) provided the KFLP with a put right as to any undrawn
availability under certain conditions (the “Second Amendment”); 
 WHEREAS, Borrower subsequently issued notes
each month to Lender in the amount of $500,000 for the months of March, April, May and June 2011; and 
 WHEREAS,
Borrower expects to borrow the remaining $500,000 of funding made available under the Second Amendment in July 2011; 

WHEREAS, Borrower and Lender hereby seek to enter into this Third Amendment to increase the availability under the Credit
Agreement, as amended, by an additional $2,000,000 to $7,000,000. 
 NOW, THEREFORE, for and in consideration of other
good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower agree as follows: 
 1. The
Recitals set forth above are true and correct. 
 2. Section 1.20 in Article 1, “Definitions and Particular Terms” is hereby
amended and replaced in its entirety with the following: 
 Section 1.20 Note: The Note or Note(s) executed in
connection with this Agreement in the maximum aggregate principal amount of $7,000,000, in the form attached hereto on Exhibit 1.21. 

  
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 3. Article 2 “The Financing” Section 2.01 is hereby amended by replacing the entire section
with the following: 
 Section 2.01 Revolving Loan. Upon the execution of this Agreement and
ongoing compliance with its terms and conditions, Lender agrees to make, and Borrower agrees to take, an ongoing loan in the principal amount of up to $7,000,000, which Credit Facility shall be evidenced by a Note and shall accrue interest on the
outstanding balance existing from time to time as provided in and as payable under the Note at the Interest Rate, with principal to be payable under and pursuant to the Note, which has a final maturity of July 30, 2012. The proceeds of the
Credit Facility shall be used for general corporate purposes. 
 4. Article 2 “The Financing” Section 2.02 is hereby amended by
replacing the entire section with the following: 
 Section 2.02 Draw Downs. So long as the Borrower is in compliance
with the terms of the Loan Documents, provides five days written notice of request for draw down to Lender at the address of Lender set forth above (or as later changed in writing by Lender), and provides Lender with such written notice, a No
Adverse Change Certificate in such form and substance acceptable to Lender, Borrower may draw down on this Revolving Facility, in increments as set forth below but in no event in excess of $7,000,000 (when considering all draw downs made hereunder).
Future draw downs shall be requested within the first week of a month. The draw schedule for the remaining funds available under the Credit Facility, as amended, shall be as follows: 

 

					
	 Date
	  	Permitted Draw Amount	 
		
	 No earlier than July 2011
	  	$	 500,000	  
	 No earlier than August 2011
	  	$	1,000,000	  
	 No earlier than October 2011
	  	$	1,000,000	  

 5. All other terms of the Agreement as amended remain in full force and effect. 

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed and delivered as of the date first above
written. 
  

			
	“Lender”
	
	 THE KOSKI FAMILY LIMITED PARTNERSHIP,

a Texas Limited Partnership

		
	By:	 	 /s/ Christine L. Koski

		 	Christine L. Koski, Managing General Partner
	
	 “Borrower”

	
	ORAGENICS, INC., Florida Corporation
		
	By:	 	 /s/ Brian Bohunicky

		 	     Brian Bohunicky, Chief Financial Officer



  
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