Federal and State Uses in Securities Act; Transfer Restrictions Clause

Securities Act; Transfer Restrictions from Note Repurchase Agreement

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.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) Note is not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Note and the common stock underlying the Note may only be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

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 8, 2008, by and between Quattro Fund, Ltd, a Cayman Island Exempted Company (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Note and the common stock underlying the Note may only be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

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 22, 2008, by and between Deutsche Bank AG London (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Note and the common stock underlying the Note may only be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

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 22, 2008, by and between Quintessence Fund L.P., a Cayman limited partnership (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Note and the common stock underlying the Note may only be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

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 22, 2008, by and between QVT Fund LP, a Cayman limited partnership (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Note and the common stock underlying the Note may only be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

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 Whitebox Convertible Arbitrage Partners, LP, a BVI corporation (Holder), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Note and the common stock underlying the Note may only be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

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.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Note and the common stock underlying the Note may only be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

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.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Notes and the common stock underlying the Notes may only be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of February 4, 2008, by and between Xmark Opportunity Fund, L.P. (Fund L.P.) and Xmark Opportunity Fund, Ltd. (Fund Ltd., and together with Fund L.P., the Holders), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Notes and the common stock underlying the Notes may only may be disposed of in compliance with Federal and State securities laws.

Securities Act; Transfer Restrictions from Note Repurchase Agreement

THIS NOTE REPURCHASE AGREEMENT (this Agreement) to repurchase VaxGen, Inc. 51/2% Convertible Senior Subordinated Notes Due April 1, 2010 is made as of February 4, 2008, by and between Xmark Opportunity Fund, L.P. (Fund L.P.) and Xmark Opportunity Fund, Ltd. (Fund Ltd., and together with Fund L.P., the Holders), on the one hand, and VaxGen, Inc., a Delaware corporation (Company), on the other hand.

Securities Act; Transfer Restrictions. The Company hereby acknowledges that the (i) securities are not registered pursuant to the Securities Act of 1933, as amended, and (ii) the Notes and the common stock underlying the Notes may only may be disposed of in compliance with Federal and State securities laws.