AMENDMENT TO MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILINGMortgage, Security Agreement and Fixture Filing • June 19th, 2009 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT TO MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is made as of the 18th day of June, 2009, by and between GTC BIOTHERAPEUTICS, INC., a Massachusetts corporation, formerly known as GENZYME TRANSGENICS CORPORATION, having an address of 175 Crossing Boulevard, Suite 410, Framingham, Massachusetts 01702 (the “Grantor”), and LFB BIOTECHNOLOGIES S.A.S., having as address 3, avenue des Tropiques, LES ULIS, 91940 Courtaboeuf - FRANCE (the “Grantee”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 19th, 2009 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances)
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) dated as of the 18th day of June, 2009 and effective as of December 22, 2008 with respect to the below-defined 2008 Convertible Note, the below-defined 2008 Purchase Agreement and all obligations related thereto, from GTC BIOTHERAPEUTICS, INC. (“Debtor”) in favor of LFB BIOTECHNOLOGIES S.A.S. (together with its successors and assigns, if any, “Secured Party”). Secured Party has an office at 3, avenue des Tropiques, Les Ulis, Courtaboeuf, France. Debtor is a corporation organized and existing under the laws of the Commonwealth of Massachusetts (the “State”). Debtor’s mailing address and chief place of business is 175 Crossing Blvd., Framingham, MA 01702.
ContractSecured Convertible Note • June 19th, 2009 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
LOAN AGREEMENT by and between GTC Biotherapeutics, Inc. and LFB Biotechnologies S.A.S. June 18, 2009Loan Agreement • June 19th, 2009 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
This Loan Agreement (this “Agreement”) dated as of June 18, 2009 is made by and between GTC Biotherapeutics, Inc., a Massachusetts corporation, (the “Borrower”), and LFB Biotechnologies, S.A.S., a société par actions simplifiée established under the laws of France (the “Lender”).
SECURITIES PURCHASE AGREEMENT by and between GTC Biotherapeutics, Inc. and LFB Biotechnologies S.A.S. June 18, 2009Securities Purchase Agreement • June 19th, 2009 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts
This Securities Purchase Agreement (this “Agreement”) dated as of June 18, 2009 is made by and between GTC Biotherapeutics, Inc., a Massachusetts corporation, (the “Company”), and LFB Biotechnologies S.A.S., a société par actions simplifiée established under the laws of France (the “Purchaser”).
