0001362310-08-006378 Sample Contracts

NOTE REPURCHASE AGREEMENT
Note Repurchase Agreement • October 30th, 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 October 27, 2008, by and between Drawbridge Special Opportunities Fund LP, a Delaware limited partnership (“Holder”), on the one hand, and VaxGen, Inc., a Delaware corporation (“Company”), on the other hand.

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