AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 2nd, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (the “Note”) is issued by Scorpius Holdings, Inc. (formerly known as NightHawk Biosciences, Inc.), a Delaware corporation (the “Company”). This Note amends and restates the Convertible Promissory Note, dated January 26, 2024, issued by the Company to Holder (as defined below).
ContractPromissory Note • May 2nd, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 2nd, 2024 • Scorpius Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS NOTE PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Scorpius Holdings, Inc., a Delaware corporation, with headquarters located at 627 Davis Drive, Suite 300, Morrisville, North Carolina 27560 (the “Company”), and Elusys Holdings Inc., a Delaware corporation, with offices located at 7700 Congress Avenue, Suite 2207, Boca Raton, Florida 33487 (the “Buyer”).
