7,740,739 Shares GTC BIOTHERAPEUTICS, INC. Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 25th, 2005 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • New York
GTC Biotherapeutics, Inc., a Massachusetts corporation (the “Company”), proposes to issue and sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements, in a form to be agreed upon (the “Subscription Agreements”) and entered into severally with the Purchasers that become parties thereto (each a “Purchaser” and, collectively, the “Purchasers”), an aggregate of 7,740,739 shares of Common Stock, $.01 par value (the “Common Stock”), of the Company. The aggregate of 7,740,739 shares so proposed to be sold is hereinafter referred to as the “Stock.” The Company hereby confirms its agreement with SG Cowen & Co., LLC (“SG Cowen”) as follows (certain capitalized terms used herein are defined in Section 13 hereof):
