Material Agreement Form 8 K

On July 24, 2024, Panbela Therapeutics, Inc. (the "Company") and its wholly-owned subsidiary, Cancer Prevention Pharmaceuticals, Inc. ("CPP"), entered into a Loan Agreement (the "Loan Agreement") with USWM, LLC (the "Lender"). Pursuant to the Loan Agreement, the Company and CPP obtained a term loan from the Lender in the original principal amount of $1,500,000 (the "Loan") by executing and delivering to the Lender a Term Promissory Note, as it may be amended, modified, supplemented, restated, extended, renewed, superseded or replaced from time to time (the "Term Note"), and as maturing on the first to occur of: (i) the closing of a Qualifying Financing (as defined in the Term Note); (ii) the closing of a Qualifying Transaction (as defined in the Term Note) (the "Transaction Maturity Date"); and (iii) December 31, 2024 (as applicable, the "Financing Maturity Date").

The Term Note is in the original principal amount of $1,500,000 and bears interest and premium as follows: (i) interest and premium in the amount of $375,000 due and payable on the Financing Maturity Date; plus (ii) interest and premium in an amount equal to ten percent (10%) of all proceeds generated by the Company pursuant to a Qualifying Transaction (the "Qualifying Transaction Payment"), due and payable on the Transaction Maturity Date, provided, however, that the Qualifying Transaction Payment shall not exceed $1,000,000. The Company and CPP may prepay all or part of the Term Note at any time without penalty.

If, prior to the Financing Maturity Date or the Transaction Maturity Date, any milestone payment becomes due and owing by the Lender under the terms of the Asset Purchase Agreement dated July 17, 2023, as amended (the "Asset Purchase Agreement"), by and among the Lender, the Company and CPP, then the Company and CPP shall be obligated and deemed to make a prepayment under the Term Note in the amount of such milestone payment and Lender may exercise its right of set off under the Term Note against such milestone payment.

The Loan proceeds may only be used by the Company for payment of fees and expenses owed to its contract research organization, for other working capital purposes, and to pay any fees or expenses in connection with the Loan.

The Loan Agreement contains customary affirmative and negative covenants and events of default for a secured financing arrangement. In addition, the Company must use commercially reasonable efforts to complete (i) a Qualifying Financing by December 31, 2024, and (ii) a Qualifying Transaction by July 24, 2025. Unless as part of effecting a Qualifying Financing or consented to in writing by the Lender, neither the Company nor CPP may incur additional debt or issue securities except in limited circumstances or make payments on the promissory note issued by CPP in favor Sucampo GmbH.

To secure their obligations under the Loan Agreement and Term Note, the Company and CPP entered into a Security Agreement in favor of the Lender whereby each granted to the Lender a first priority security interest in all of the Company and CPP's rights, title and interest in the Asset Purchase Agreement.

The foregoing descriptions of the Loan Agreement, Term Note, and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Loan Agreement, Term Promissory Note, and Security Agreement, which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and are incorporated herein by reference.