9,101,912 Shares and Warrants to Purchase 3,640,762 Shares GTC BIOTHERAPEUTICS, INC. Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 12th, 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”), up to an aggregate of 9,101,912 units (the “Units”), each consisting of (i) one share (the “Shares”) of the Company’s common stock, par value $.01 per share (the “Common Stock”) and (ii) one warrant (the “Warrants”) to purchase 0.4 shares of Common Stock, in substantially the form attached hereto as Exhibit A. The shares issuable upon the exercise of the Warrants are referred to herein as the “Warrant Shares” and, together with the Units, the Shares and the Warrants, are referred to herein as the “Securities.” The Company hereby confirms its agreement with the placement age
SUBSCRIPTION AGREEMENTSubscription Agreement • December 12th, 2005 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • New York
¨ A. Delivery by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Investor’s name and address as set forth below, and released by American Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
