12,000,000 Shares and Warrants to Purchase 7,800,000 Shares GTC BIOTHERAPEUTICS, INC. Shares of Common Stock ($.01 par value) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 20th, 2006 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • New York
This opinion is furnished to you pursuant to Section 6(d) of the Placement Agent Agreement dated July , 2006 (the “Placement Agent Agreement”) by and among GTC Biotherapeutics, Inc., a Massachusetts corporation (the “Company”), C.E. Unterberg, Towbin, LLC, Rodman & Renshaw, LLC and Oppenheimer & Co. Inc. (the “Placement Agents”), relating to the proposed sale of an aggregate of units consisting of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and Common Stock Purchase Warrants to purchase an aggregate of shares (the “Warrant Shares”) of Common Stock. Capitalized terms that are defined in the Placement Agent Agreement and not otherwise defined herein have the meanings set forth in the Placement Agent Agreement.
COMMON STOCK PURCHASE WARRANT To Purchase _________ Shares of Common Stock of GTC Biotherapeutics, Inc.Common Stock Purchase Warrant • July 20th, 2006 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • New York
This Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, ___________________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after __________ __, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the tenth anniversary of the Date of Issuance (the “Termination Date”) but not thereafter, to subscribe for and purchase from GTC Biotherapeutics, Inc., a corporation incorporated in the Commonwealth of Massachusetts (the “Company”), up to __________ shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.4145. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), dated as
SUBSCRIPTION AGREEMENTSubscription Agreement • July 20th, 2006 • 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
