0001193125-08-107393 Sample Contracts

Re: Amendment No. 2 to the Stock and Note Purchase Agreement
GTC Biotherapeutics Inc • May 8th, 2008 • Biological products, (no disgnostic substances) • Massachusetts

This letter sets forth a second amendment to the Stock and Note Purchase Agreement dated as of September 29, 2006 between LFB Biotechnologies (the “Purchaser”) and GTC Biotherapeutics, Inc. (the “Company”), as amended by the amendment dated October 18, 2006 (as previously amended, the “Agreement”). This amendment shall be interpreted in accordance with the terms of the Agreement. Capitalized terms not defined herein shall have the meanings set forth in the Agreement.

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LFB Biotechnologies 3, avenue des Tropiques Les Ulis 91958 Courtaboeuf France Re: Amendment to the Stock and Note Purchase Agreement
GTC Biotherapeutics Inc • May 8th, 2008 • Biological products, (no disgnostic substances)

This letter sets forth an amendment to the Stock and Note Purchase Agreement dated as of September 29, 2006 (the “Agreement”) between LFB Biotechnologies (the “Purchaser”) and GTC Biotherapeutics, Inc. (the “Company”) and shall be interpreted in accordance with the terms thereof. Capitalized terms not defined herein shall have the meanings set forth in the Agreement.

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