0001362310-08-003563 Sample Contracts

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • July 8th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 3, 2008, by and between Guggenheim Portfolio Company XXXI, LLC, a Delaware limited liability company (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand.

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AMENDMENT NO. 1 TO NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • July 8th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

This Amendment No. 1 to certain provisions of that Note Repurchase Agreement dated as of July 1, 2008 by and between Alexandra Global Master Fund Ltd., a British Virgin Islands International Business Company (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand, is effective as of this 7th day of July, 2008 (the “Amendment”).

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • July 8th, 2008 • Vaxgen Inc • Pharmaceutical preparations • New York

THIS NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of July 1, 2008, by and between Alexandra Global Master Fund Ltd., a British Virgin Islands International Business Company (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand.

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