Amended & Restated Security Agreement, dated 4/29/05



 Exhibit 10.69 
 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. 
 SECOND AMENDED AND RESTATED SECURED CONVERTIBLE TERM
NOTE 
 FOR VALUE RECEIVED, ACCENTIA BIOPHARMACEUTICALS, INC., a Florida (the “Company”), promises to pay to LAURUS
MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”) or its registered assigns or successors in
interest, the sum of Ten Million Dollars ($10,000,000), together with any accrued and unpaid interest hereon, on April 29, 2006 (the “Maturity Date”) if not sooner indefeasibly paid in full; provided, however, if
the Parent shall have consummated the initial public offering of Common Stock on or prior to March 31, 2006, the Maturity Date shall be April 29, 2008. This Note amends and restates in its entirety, and is given in substitution for and not
in satisfaction of that certain promissory note in the original principal amount of $5,000,000 issued by the Company in favor of the Holder on April 29, 2005. This Second Amended and Restated Secured Convertible Term Note amends and restates in
its entirety (and is given in substitution for and not in satisfaction of) that certain $5,000,000 Secured Convertible Term Note made by the Company in favor of the Holder on April 29, 2005 and amended and restated on or about August 16,
2005 increasing the stated principal amount to $10,000,000. 
 Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof by and between the Company and the Holder (as amended, modified and/or supplemented from time to time, the “Purchase Agreement”).

 The following terms shall apply to this Second Amended and Restated Secured Convertible Term Note (this “Note”):

 ARTICLE I 
 CONTRACT
RATE AND AMORTIZATION 
 1.1 Contract Rate. Subject to Sections 4.2 and 5.10, interest payable on the outstanding principal amount
of this Note (the “Principal Amount”) shall accrue at a rate per annum equal to the greater of (i) “prime rate” published in The Wall Street Journal from time to time (the “Prime Rate”), plus
four percent (4.0%) and (ii) ten percent (10.0%) (the “Contract Rate”). The Contract Rate shall be increased or decreased as the case may be for each increase or decrease in the Prime Rate in an amount equal to such
increase or decrease in the Prime Rate; each change to be effective as of the day of the change in the Prime Rate. The Contract Rate 







 shall not at any time be less than ten percent (10.0%). Interest shall be (i) calculated on the basis of a 360 day
year, and (ii) payable monthly, in arrears, commencing on May 4, 2005, on the first business day of each consecutive calendar month thereafter through and including the Maturity Date, and on the Maturity Date, whether by acceleration or
otherwise. 
 1.2 Contract Rate Payments. The Contract Rate shall be calculated on the last business day of each calendar month
hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with the terms of Section 1.1) until the Maturity Date (each a “Determination Date”) and shall be
subject to adjustment as set forth herein. 
 1.3 Principal Payments. Amortizing payments of the aggregate principal amount
outstanding under this Note at any time (the “Principal Amount”) shall be made by the Company on November 1, 2005 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each,
an “Amortization Date”). Subject to Article III below, commencing on the first Amortization Date, the Company shall make monthly payments to the Holder on each Repayment Date, each such payment in the amount of $322,580.64 together
with any accrued and unpaid interest on such portion of the Principal Amount plus any and all other unpaid amounts which are then owing under this Note, the Purchase Agreement and/or any other Related Agreement (collectively, the “Monthly
Amount”). Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by the Company to the Holder under this Note, the Purchase Agreement and/or any other Related
Agreement shall be due and payable on the Maturity Date. 
 ARTICLE II 
 CONVERSION AND REDEMPTION 
 2.1 Payment of Monthly Amount. 
 (a) Payment in Cash or Common Stock. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may be converted
into shares of Common Stock pursuant to Section 3.2) is required to be paid in cash pursuant to Section 2.1(b), then the Company shall pay the Holder an amount in cash equal to the Monthly Amount (or such portion of such Monthly Amount to
be paid in cash) due and owing to the Holder on the Amortization Date. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may be converted into shares of Common Stock pursuant to Section 3.2) is required
to be paid in shares of Common Stock pursuant to Section 2.1(b), the number of such shares to be issued by the Company to the Holder on such Amortization Date (in respect of such portion of the Monthly Amount converted into shares of Common
Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (i) the portion of the Monthly Amount converted into shares of Common Stock, by (ii) the then applicable Fixed Conversion Price. For purposes hereof,
subject to Section 3.6 hereof, the initial “Fixed Conversion Price” means $6.80 per share. 
 (b) Monthly Amount
Conversion Conditions. Subject to Sections 2.1(a), 2.2, and 3.2 hereof, the Holder shall convert into shares of Common Stock all or 
  

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 a portion of the Monthly Amount due on each Amortization Date if the following conditions (the “Conversion
Criteria”) are satisfied: (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (5) trading days immediately preceding such Amortization Date shall be greater than or
equal to 125% of the Fixed Conversion Price and (ii) the amount of such conversion does not exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock for the period of twenty-two (22) trading days
immediately preceding such Amortization Date. If subsection (i) of the Conversion Criteria is met but subsection (ii) of the Conversion Criteria is not met as to the entire Monthly Amount, the Holder shall convert only such part of the
Monthly Amount that meets subsection (ii) of the Conversion Criteria. Any portion of the Monthly Amount due on an Amortization Date that the Holder has not been able to convert into shares of Common Stock due to the failure to meet the
Conversion Criteria, shall be paid in cash by the Company within three (3) business days of such Amortization Date. 
 2.2 No
Effective Registration. Notwithstanding anything to the contrary herein, none of the Company’s obligations to the Holder may be converted into Common Stock unless (a) an effective current Registration Statement (as defined in the
Registration Rights Agreement) covering the shares of Common Stock to be issued in connection with satisfaction of such obligations exists and (b) no Event of Default (as hereinafter defined) exists and is continuing, unless such Event of
Default is cured within any applicable cure period or otherwise waived in writing by the Holder. 
 2.3 Optional Redemption in Cash.
The Company may prepay this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the Principal Amount outstanding at such time together with accrued but unpaid
interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date
(as defined below). The Company shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date
shall be seven (7) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously
delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder’s conversion
elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on
the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. 
 ARTICLE III 
 HOLDER’S CONVERSION RIGHTS 
 3.1
Optional Conversion. Subject to the terms set forth in this Article III, the Holder shall have the right, but not the obligation, to convert all or any portion of the issued and outstanding Principal Amount and/or accrued interest and fees
due and payable into fully paid 
  

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 and nonassessable shares of Common Stock at the Fixed Conversion Price. The shares of Common Stock to be issued upon such
conversion are herein referred to as, the “Conversion Shares.” 
 3.2 Conversion Limitation. Notwithstanding anything
contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Note an amount that would be convertible into that number of Conversion Shares which would (a) exceed the difference between
(i) 4.99% of the outstanding shares of Common Stock and (ii) the number of shares of Common Stock beneficially owned by the Holder or (b) exceed twenty five percent (25%) of the aggregate dollar trading volume of the Common Stock
for the five (5) day trading periods up to and including the delivery date of a Notice of Conversion to the Borrower. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares limitation described in this Section 3.2 shall automatically become null and void without any notice to the Company upon the occurrence and during the
continuance of an Event of Default, or upon 75 days prior notice to the Company. Notwithstanding anything contained herein to the contrary, the provisions of this Section 3.2 are irrevocable and may not be waived by the Holder or the Company.

 3.3 Mechanics of Holder’s Conversion. In the event that the Holder elects to convert this Note into Common Stock, the Holder
shall give notice of such election by delivering an executed and completed notice of conversion in substantially the form of Exhibit A hereto (appropriate completed) (“Notice of Conversion”) to the Company and such Notice of
Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees that are being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall
make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Company within two (2) business days after the Conversion Date. Each date on which a
Notice of Conversion is delivered or telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the Notice of Conversion, the Company will
issue instructions to the transfer agent accompanied by an opinion of counsel within one (1) business day of the date of the delivery to the Company of the Notice of Conversion and shall cause the transfer agent to transmit the certificates
representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”)
system within three (3) business days after receipt by the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be
deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion. The Holder shall be treated for all purposes as the record
holder of the Conversion Shares, unless the Holder provides the Company written instructions to the contrary. 
 3.4 Late Payments.
The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to this Article beyond the Delivery Date 
  

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 could result in economic loss to the Holder. As compensation to the Holder for such loss, in addition to all other rights
and remedies which the Holder may have under this Note, applicable law or otherwise, the Company shall pay late payments to the Holder for any late issuance of Conversion Shares in the form required pursuant to this Article II upon conversion of
this Note, in the amount equal to $500 per business day after the Delivery Date. The Company shall make any payments incurred under this Section in immediately available funds upon demand. 
 3.5 Conversion Mechanics. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that
portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of a portion of the outstanding Principal Amount pursuant to this Article III, such conversions
shall be deemed to constitute conversions of the outstanding Principal Amount applying to Monthly Amounts for the remaining Amortization Dates in chronological order. 
 3.6 Adjustment Provisions. The Fixed Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to this Note shall be subject to adjustment from time to
time upon the occurrence of certain events during the period that this conversion right remains outstanding, as follows: 
 (a)
Reclassification. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued
interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock
(i) immediately prior to or (ii) immediately after, such reclassification or other change at the sole election of the Holder. 
 (b) Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock or any preferred stock
issued by the Company in shares of Common Stock, the Fixed Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by
the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event. 
 3.7 Reservation of Shares. During the period the conversion right exists, the Company will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of Conversion Shares upon the full conversion of this Note and the Warrant. The Company represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and
non-assessable. The Company agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the
necessary certificates for the Conversion Shares upon the conversion of this Note. 
  

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 3.8 Registration Rights. The Holder has been granted registration rights with respect to the
Conversion Shares as set forth in the Registration Rights Agreement. 
 3.9 Issuance of New Note. Upon any partial conversion of this
Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Company to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.
Subject to the provisions of Article IV of this Note, the Company shall not pay any costs, fees or any other consideration to the Holder for the production and issuance of a new Note. 
 3.10 Further Conversion Limitation. Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled pursuant to the
terms of this Note to convert any amounts that would be convertible into Conversion Shares prior to the earlier to occur of (i) two hundred seventy (270) days after the date hereof and (i) one hundred eighty (180) days after the
date of the initial public offering of Common Stock. The Conversion Shares limitation described in this Section 3.10 shall automatically become null and void without any notice to any Company upon the occurrence and during the continuance of an
Event of Default. 
 3.11 Additional Conversion. If the Company shall have registered the shares of the Common Stock underlying the
conversion of this Note and each Warrant on a registration statement declared effective by the SEC, then, if (i) the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for five consecutive
(5) trading days (the “Determination Date”) shall be greater than or equal to $10.00 per share, then the Holder shall convert into Common Stock an amount equal to twenty per cent (20%) of the average dollar trading volume
for the consecutive five trading days immediately preceding the Determination Date (the “Maximum Amount”). Notwithstanding the immediately foregoing, the Maximum Amount shall not exceed twenty percent (20%) of the aggregate
dollar trading volume of the Common Stock for the period of twenty (20) trading days immediately preceding the Determination Date (the “Aggregate Maximum Amount”). In determining the Maximum Amount, any Maximum Amount
conversion required hereunder shall be aggregated with all Maximun Amount conversions required under this Note and the Secured Convertible Minimum Borrowing Note between the Holder and the Company; in no event shall the Holder convert, pursuant to
this Section 3.11 any amount in excess of the Aggregate Maximum Amount. Conversions made pursuant to this Section 3.11 shall be deemed to be effective on the Determination Date. No more than one Determination Date may occur during any
consecutive five (5) trading day period, and no more than two (2) Determination Dates may occur in any calendar month. Any principal amount of this Note that is converted pursuant to this Section 3.11 shall be deemed to constitute
payments of outstanding principal. 
  

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 ARTICLE IV 
 EVENTS OF DEFAULT 
 4.1 Events of Default. The occurrence of any of the following events set
forth in this Section 4.1 shall constitute an event of default (“Event of Default”) hereunder: 
 (a) Failure to
Pay. The Company fails to pay when due any installment of principal, interest or other fees hereon in accordance herewith, or the Company fails to pay any of the other Obligations (under and as defined in the Master Security Agreement) when due,
and, in any such case, such failure shall continue for a period of three (3) days following the date upon which any such payment was due. 
 (b) Breach of Covenant. The Company or any of its Subsidiaries breaches any covenant or any other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of fifteen
(15) days after the occurrence thereof. 
 (c) Breach of Representations and Warranties. Any representation, warranty or
statement made or furnished by the Company or any of its Subsidiaries in this Note, the Purchase Agreement or any other Related Agreement shall at any time be false or misleading in any material respect on the date as of which made or deemed made.

 (d) Default Under Other Agreements. the occurrence of any default (or similar term) in the observance or performance of any other
agreement or condition relating to any indebtedness or contingent obligation of any Company or any of its Subsidiaries (including, without limitation, the contingent obligations evidenced by the O’Donnell Stock Pledge Agreement and the
indebtedness evidenced by the Subordinated Debt Documentation) beyond the period of grace (if any), the effect of which default is to cause, or permit the holder or holders of such indebtedness or beneficiary or beneficiaries of such contingent
obligation to cause, such indebtedness to become due prior to its stated maturity or such contingent obligation to become payable. 
 (e)
Material Adverse Effect. Any change or the occurrence of any event which could reasonably be expected to have a Material Adverse Effect; 
 (f) Bankruptcy. The Company or any of its Subsidiaries shall (i) apply for, consent to or suffer to exist the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a
substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or
insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, without challenge within ten (10) days of the filing thereof, or failure to have dismissed, within
thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing; 
 (g) Judgments. Attachments or levies in excess of $50,000 in the aggregate are made upon the Company or any of its Subsidiary’s assets or a
judgment is rendered against the Company’s property involving a liability of more than $50,000 which shall not have been vacated, discharged, stayed or bonded within thirty (30) days from the entry thereof; 
  

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 (h) Insolvency. The Company or any of its Subsidiaries shall admit in writing its inability, or
be generally unable, to pay its debts as they become due or cease operations of its present business; 
 (i) Change in Control. The
occurrence of a Change of Control. A “Change of Control” shall arise when any “Person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the date hereof) is or
becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or more on a fully diluted basis of the then outstanding voting equity interest of the Parent (other than a
“Person” or “group” that beneficially owns 35% or more of such outstanding voting equity interests of the Parent on the date hereof) or (ii) the Board of Directors of the Parent shall cease to consist of a majority of the
Parent’s board of directors on the date hereof (or directors appointed by a majority of the board of directors in effect immediately prior to such appointment); 
 (j) Indictment; Proceedings. The indictment or threatened indictment of the Company or any of its Subsidiaries or any executive officer of the Company or any of its Subsidiaries under any criminal statute, or
commencement or threatened commencement of criminal or civil proceeding against the Company or any of its Subsidiaries or any executive officer of the Company or any of its Subsidiaries pursuant to which statute or proceeding penalties or remedies
sought or available include forfeiture of any of the property of the Company or any of its Subsidiaries that could reasonably be expected to be adverse to the interests of Laurus in any material respect; 
 (k) The Purchase Agreement, Related Agreements, Security Agreement and other Ancillary Agreements. (i) An Event of Default shall occur under
and as defined in the Purchase Agreement, any other Related Agreement, the Security Agreement or any Ancillary Agreements referred to in the Security Agreement, (ii) the Company or any of its Subsidiaries shall breach any term or provision of
the Purchase Agreement or any other Related Agreement in any material respect and such breach, if capable of cure, continues unremedied for a period of fifteen (15) days after the occurrence thereof, (iii) the Company or any of its
Subsidiaries attempts to terminate, challenges the validity of, or its liability under, the Purchase Agreement or any Related Agreement, (iv) any proceeding shall be brought to challenge the validity, binding effect of the Purchase Agreement or
any Related Agreement or (v) the Purchase Agreement or any Related Agreement ceases to be a valid, binding and enforceable obligation of the Company or any of its Subsidiaries (to the extent such persons or entities are a party thereto);

 (l) Stop Trade. On or after the consummation of an initial public offering of Common Stock, an SEC stop trade order or Principal
Market trading suspension of the Common Stock shall be in effect for five (5) consecutive days or five (5) days during a period of ten (10) consecutive days, excluding in all cases a suspension of all trading on a Principal Market,
provided that the Company shall not have been able to cure such trading suspension within thirty (30) days of the notice thereof or list the Common Stock on another Principal Market within sixty (60) days of such notice; or 
 (m) Failure to Deliver Common Stock or Replacement Note. The Company’s failure to deliver Common Stock to the Holder pursuant to and in the
form required 
  

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 by this Note and the Purchase Agreement and, if such failure to deliver Common Stock shall not be cured within two
(2) business days or the Company is required to issue a replacement Note to the Holder and the Company shall fail to deliver such replacement Note within seven (7) business days. 
 (n) Violation of Subordinated Debt Documentation. The Parent, or any of its Subsidiaries shall take or participate in any action which would be
prohibited under the provisions of any of the Subordinated Debt Documentation (as defined in the Security Agreement) or make any payment on the indebtedness evidenced by the Subordinated Debt Documentation (as defined in the Security Agreement) to a
Person that was not entitled to receive such payments under the subordination provisions of applicable Subordinated Debt Documentation (as defined in the Security Agreement). 
 4.2 Default Interest. Following the occurrence and during the continuance of an Event of Default, the Company shall pay additional interest on
this Note in an amount equal to one and one half percent (1.5%) per month, and all outstanding obligations under this Note, the Purchase Agreement and each other Related Agreement, including unpaid interest, shall continue to accrue interest at
such additional interest rate from the date of such Event of Default until the date such Event of Default is cured or waived. 
 4.3
Default Payment. Following the occurrence and during the continuance of an Event of Default, the Holder, at its option, may demand repayment in full of all obligations and liabilities owing by Company to the Holder under this Note, the
Purchase Agreement and/or any other Related Agreement and/or may elect, in addition to all rights and remedies of the Holder under the Purchase Agreement and the other Related Agreements and all obligations and liabilities of the Company under the
Purchase Agreement and the other Related Agreements, to require the Company to make a Default Payment (“Default Payment”). The Default Payment shall be 130% of the outstanding principal amount of the Note, plus accrued but unpaid
interest, all other fees then remaining unpaid, and all other amounts payable hereunder. The Default Payment shall be applied first to any fees due and payable to the Holder pursuant to this Note, the Purchase Agreement, and/or the other Related
Agreements, then to accrued and unpaid interest due on this Note and then to the outstanding principal balance of this Note. The Default Payment shall be due and payable immediately on the date that the Holder has exercised its rights pursuant to
this Section 4.3. 
 ARTICLE V 
 MISCELLANEOUS 
 5.1 Conversion Privileges. The conversion privileges set forth in Article III shall remain in full
force and effect immediately from the date hereof until the date this Note is indefeasibly paid in full and irrevocably terminated. 
 5.2
Cumulative Remedies. The remedies under this Note shall be cumulative. 
 5.3 Failure or Indulgence Not Waiver. No failure or
delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude 
  

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 other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available. 
 5.4 Notices. Any notice herein required or
permitted to be given shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not,
then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be sent to the Company at the address provided in the Purchase Agreement executed in connection herewith, and to the Holder at the address provided in the Purchase
Agreement for such Holder, with a copy to John E. Tucker, Esq., 825 Third Avenue, 14th Floor, New York, New York
10022, facsimile number (212) 541-4434, or at such other address as the Company or the Holder may designate by ten days advance written notice to the other parties hereto. A Notice of Conversion shall be deemed given when made to the Company
pursuant to the Purchase Agreement. 
 5.5 Amendment Provision. The term “Note” and all references thereto, as used
throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument as such successor instrument may be amended or supplemented.

 5.6 Assignability. This Note shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of
the Holder and its successors and assigns, and may be assigned by the Holder in accordance with the requirements of the Security Agreement. The Company may not assign any of its obligations under this Note without the prior written consent of the
Holder, any such purported assignment without such consent being null and void. 
 5.7 Cost of Collection. In case of any Event of
Default under this Note, the Company shall pay the Holder reasonable costs of collection, including reasonable attorneys’ fees. 
 5.8
Governing Law, Jurisdiction and Waiver of Jury Trial. 
 (a) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 (b) THE COMPANY HEREBY CONSENTS AND AGREES THAT
THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO
THIS NOTE OR ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS; 
  

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 PROVIDED, THAT THE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE
OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE HOLDER. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH THE COMPANY HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES
THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
THE COMPANY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. 
 (c) THE COMPANY
DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER AND THE COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS NOTE, ANY OTHER RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 
 5.9 Severability. In the
event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. 
 5.10 Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum rate permitted by such law, any payments in excess of such maximum rate shall be credited
against amounts owed by the Company to the Holder and thus refunded to the Company. 
 5.11 Security Interest. The Holder has been
granted a security interest in (i) certain assets of the Companies as more fully described in the Security Agreement and the Master Security Agreement (ii) the equity interests of certain Subsidiaries of the Parent pursuant 
  

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 to the Stock Pledge Agreement dated as of the date hereof and (iii) the equity interests of Star Scientific, Inc.
held by The Francis E. O’Donnell, Jr. Irrevocable Trust No. 1 pursuant to the O’Donnell Stock Pledge Agreement dated as of the date hereof. The obligations of the Companies under this Note are guaranteed by certain Subsidiaries of the
Parent, pursuant to the Subsidiaries Guaranty dated as of the date hereof. 
 5.12 Registered Obligation. This Note is intended to be
a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(l)(i) and the Company (or its agent) shall register this Note (and thereafter shall maintain such registration) as to both principal and any stated interest.
Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and
either the reissuance by the Company of this Note to the new holder or the issuance by the Company of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Company (or its agent), within the meaning
of Treasury Regulation Section 1871-14(c)(l)(i)(B). 
 5.13 Construction. Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against
the other. 
 [Balance of page intentionally left blank; signature page follows] 
  

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 IN WITNESS WHEREOF, the Company has caused this Second Amended and Restated Secured Convertible
Term Note to be signed in its name effective as of this 29th day of April 2005. 
  

			
	ACCENTIA BIOPHARMACEUTICALS, INC.
		
	By:	 	 /s/ Alan Pearce

	Name:	 	Alan Pearce
	Title:	 	Chief Financial Officer


 WITNESS: 
  

	
	  


  

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 EXHIBIT A 
 NOTICE OF CONVERSION 
 (To be executed by the Holder in order to convert all or part of

 the Secured Convertible Term Note into Common Stock) 
 [Name and Address of Company] 
 The undersigned hereby converts
$                     of the principal due on [specify applicable Repayment Date] under the Second Amended and Restated Secured Convertible
Term Note, dated as of April 29, 2005 and amended and restated as of August 16th, 2005 and
February 13, 2006 (the “Note”) issued by ACCENTIA BIOPHARMACEUTICALS, INC. (the “Company”) by delivery of shares of Common Stock of the Company (“Shares”) on and subject to the conditions set
forth in the Note. 
  

					
	 1.      Date of Conversion
	  	_______________________	  	
			
	 2.      Shares To Be Delivered:
	  	_______________________	  	

  

			
	[HOLDER]
		
	By:	 	  

	Name:	 	  

	Title: