Exhibit 10.3 Note


    
      

    

                                                                                        Exhibit
      10.3

    
 

    8%
      NOTE

     

    No.
      PN-1

     

    


     

    $1,000,000                                                                            March
      20,
      2006

     

    FOR
      VALUE
      RECEIVED, the undersigned, SIGA TECHNOLOGIES, INC., a corporation duly formed
      under the laws of the State of Delaware (the “Issuer”), hereby unconditionally
      promises to pay to the order of PHARMATHENE, INC., a Delaware corporation,
      or
      its registered assigns (the “Holder”), in lawful money of the United States of
      America and in immediately available funds, the principal sum of ONE MILLION
      AND
      00/100 ($1,000,000) DOLLARS on the Maturity Date (as hereinafter defined),
      together with interest thereon calculated and payable as provided below. This
      8%
      Note (this “Note”) is issued pursuant to that certain Bridge Note Purchase
      Agreement, dated March 20, 2006, between the Issuer and the Holder (the
“Purchase Agreement”), and is entitled to the benefits of the Purchase
      Agreement. Capitalized terms used in this Note and not otherwise defined in
      this
      Note shall have the meanings given to such terms in the Purchase
      Agreement.

     

    1. Interest
      on the outstanding principal amount of this Note shall be computed on the basis
      of a 365-day year and actual days elapsed. The principal of this Note shall
      bear
      interest at the rate of eight percent (8%) per annum. Interest on the principal
      amount of this Note shall be payable upon the Maturity Date.

     

    2. The
      outstanding principal amount of this Note and all accrued and unpaid interest
      thereon shall be due and payable on the date (the “Maturity Date”) which is the
      earliest to occur of (x) March 20, 2008, (y) the closing of a Qualified
      Financing and (z) a Sale Event; provided, however, that the principal and
      interest hereunder may be credited towards payments due under the License
      Agreement in accordance with the terms of the Purchase Agreement.

     

    3. Notwithstanding
      anything in this Note to the contrary, should an Event of Default occur and
      be
      continuing, interest on the outstanding principal amount of this Note shall
      be
      increased by three percent (3%) per annum, and the outstanding balance of the
      principal amount, including unpaid interest, shall continue to accrue interest
      from the date of such Event of Default at such interest rate until such Event
      of
      Default is cured or waived.

     

    4. Notwithstanding
      anything in this Note to the contrary, in case an Event of Default shall occur,
      payment of this Note shall be accelerated and the entire unpaid principal amount
      of this Note, and all accrued and unpaid interest thereon, shall become
      immediately due and payable in full.

     

    5. Payment
      of the principal and interest on this Note shall be made in money of the United
      States of America which at the time of payment is legal tender for the payment
      of public and private debts, by wire transfer in immediately available funds
      to
      such account as the Holder shall from time to time have designated to the Issuer
      in writing, or, if requested by the Holder, by certified or back cashier’s check
      payable to the Holder, mailed to the Holder at 175 Admiral Cochrane Drive,
      Suite
      101, Annapolis, Maryland 21401, Attn: David P. Wright, President and
Chief
      Executive Officer, or such other address as shall be designated in writing
      by
      the Holder to the Issuer.

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    6. Any
      and
      all payments made by the Issuer in respect of this Note shall be applied first
      to payment of the fees and charges due under this Note, second to payment of
      accrued and unpaid interest, and then to payment of the outstanding principal
      amount of this Note.

     

    7. All
      calculations and applications of amounts due on any date, whether by
      acceleration or otherwise, shall be made by the Holder, and the Issuer agrees
      that all such calculations and applications shall be conclusive and binding
      absent manifest error.

     

    8. The
      Issuer may, at its option, at any time and from time to time, prepay all or
      any
      part of the principal balance of this Note, without penalty or premium, in
      whole
      or in part, together with accrued and unpaid interest through the date of
      prepayment.

     

    9. This
      Note is secured by the Collateral and other assets, property rights and
      interests as described in the Security Documents.

     

    10. The
      Issuer hereby waives presentment, notice of dishonor, protest and notice of
      protest, and any or all other notices or demands in connection with the
      delivery, acceptance, performance, default, endorsement or guarantee of this
      Note.

     

    11. In
      case any principal of or interest on this Note is not paid when due, or any
      other Event of Default shall occur, the Issuer shall be liable for, and agrees
      to pay, in addition to principal and interest hereunder, all costs of
      enforcement and collection of this Note incurred by the Holder, including,
      without limitation, reasonable attorney’s fees, disbursements and court costs.
      In addition, if an Event of Default shall occur, the Issuer shall pay all
      reasonable attorney’s fees and disbursements incurred by the Holder in obtaining
      advice as to its rights and remedies in connection with such
      default.

     

    12. The
      liability of the Issuer hereunder shall be unconditional and shall not be in
      any
      manner affected by any indulgence whatsoever granted or consented to by the
      Holder, including, but not limited to any extension of time, renewal, waiver
      or
      other modification. Any failure of the Holder to exercise any right hereunder
      shall not be construed as a waiver of the right to exercise the same or any
      other right at any time and from time to time thereafter. The Holder may accept
      late payments, or partial payments, even though marked “payment in full” or
      containing words of similar import or other conditions, without waiving any
      of
      its rights. No amendment, modification or waiver of any provision of this Note
      or consent to any departure by the Issuer therefrom shall be effective,
      irrespective of any course of dealing, unless the same shall be in writing
      and
      signed by the Holder, and then such waiver or consent shall be effective only
      in
      the specific instance and for the specific purpose for which given. This Note
      cannot be changed or terminated orally or by estoppel or waiver or by any
      alleged oral modification regardless of any claimed partial performance
      referable thereto.

     

    13. Any
      notice from the Holder to the Issuer shall be deemed given when delivered in
      accordance with the Purchase Agreement.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    14.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York applicable to instruments made and to be performed wholly within
      that state. If any provision of this Note is held to be illegal or unenforceable
      for any reason whatsoever, such illegality or unenforceability shall not affect
      the validity of any other provision of this Note.

     

    15. EACH
      OF THE ISSUER AND THE HOLDER AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN
      RESPECT OF OR ARISING OUT OF THIS NOTE MAY BE INITIATED AND PROSECUTED IN THE
      COURTS OF THE STATE OF NEW YORK OR THE FEDERAL COURTS FOR THE SOUTHERN DISTRIT
      OF NEW YORK. EACH OF THE ISSUER AND THE HOLDER CONSENTS TO AND SUBMITS TO THE
      EXERCISE OF JURISDICTION OVER ITS PERSON BY ANY SUCH COURT HAVING JURISDICTION
      OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON
      IT
      AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL
      DIRECTED TO THE HOLDER AT ITS ADDRESS SET FORTH ABOVE, ANT) TO THE ISSUER AT
      ITS
      ADDRESS SET FORTH BELOW OR TO ANY OTHER ADDRESS AS MAY APPEAR IN THE HOLDER’S
      RECORDS AS THE ADDRESS OF THE ISSUER. 

     

    16. IN
      ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, EACH
      OF THE HOLDER AND THE ISSUER WAIVES TRIAL BY JURY, AND THE ISSUER ALSO WAIVES
      (I) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE AND (II) ANY CLAIM
      FOR
      CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Issuer has caused this Note to be duly executed and
      delivered.

     

     

    
      	
                                                   SIGA
                TECHNOLOGIES,
                INC.

            
	
               

               

                                                  By: /s/
                Thomas
                Konatich                                     
                   

            
	
                                                   
Thomas
                Konatich

                                                   
Chief
                Financial
                Officer

            


    

    


     

    Address
      for Notices:

     

    


    SIGA
      Technologies, Inc.

    420
      Lexington Avenue

    Suite
      408

    New
      York,
      New York 10170

    


    Tel: 212-672-9107

    Fax: 212-697-3130

    Attn: Thomas
      Konatich