0001193125-10-252358 Sample Contracts

GTC BIOTHERAPEUTICS, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANY LLC AS RIGHTS AGENT AMENDMENT No. 4 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • November 8th, 2010 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

This Fourth Amendment to Shareholder Rights Agreement dated as of November 8, 2010 (the “Amendment”) is between GTC Biotherapeutics, Inc., a Massachusetts corporation formerly known as Genzyme Transgenics Corporation (the “Company”), and American Stock Transfer & Trust Company LLC, a banking organization organized under the laws of New York, as Rights Agent (the “Rights Agent”).

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