0001206774-05-001437 Sample Contracts

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • August 11th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • California

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of August 5, 2005 by and among Large Scale Biology Corporation, a Delaware corporation (the “Company”), Large Scale Bioprocessing, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Bioprocessing”), and each purchaser identified on the signature page hereto (each an “Investor” and collectively the “Investors”).

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SECURITY AGREEMENT
Security Agreement • August 11th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • California

THIS SECURITY AGREEMENT (the “Agreement”) is made and entered into as of August 5, 2005, by and between each of the following: [i] Large Scale Biology Corporation., a Delaware corporation (“LSBC”); and [ii] Large Scale Bioprocessing, Inc., a Delaware corporation (“Bioprocessing”) (LSBC and Bioprocessing are each hereinafter referred to as “Borrower” or “Grantor”), each having a mailing address of 3333 Vaca Valley Parkway, Suite 1000, Vacaville, California, 95688; and [iii] the holder or holders of the Company’s Secured Promissory Note dated as of August 5, 2005 and due January 31, 2006 in the original aggregate amount of up to $ 1,000,000.00 (the “Secured Promissory Notes”) (each hereinafter referred to as a “Lender” or “Secured Party” and collectively the “Secured Parties”).

PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN LARGE SCALE BIOLOGY CORPORATION AND BRITTANY CAPITAL MANAGEMENT LIMITED Dated August 5, 2005
Private Equity Credit Agreement • August 11th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • New York

THIS PRIVATE EQUITY CREDIT AGREEMENT is entered into as of the 5th day of August, 2005 (this “AGREEMENT”), by and between BRITTANY CAPITAL MANAGEMENT LIMITED, a corporation organized and existing under the laws of the Bahamas (“INVESTOR”), and LARGE SCALE BIOLOGY CORPORATION, a Delaware corporation (the “COMPANY”).

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