0001193125-10-043037 Sample Contracts

THIRD AMENDMENT TO MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING
Fixture Filing • February 26th, 2010 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances)

THIS THIRD AMENDMENT TO MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”) is made as of the 24th day of February, 2010, 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 an address of 3, avenue des Tropiques, LES ULIS, 91940 Courtaboeuf—FRANCE (the “Grantee”).

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THIRD AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • February 26th, 2010 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

THIS THIRD AMENDMENT (the “Amendment”) is made as of February 24, 2010 by and between GTC Biotherapeutics, Inc., a Massachusetts corporation (the “Debtor”), and LFB Biotechnologies, S.A.S., a société par actions simplifiée established under the laws of France (the “Secured Party”).

NOTE PURCHASE AGREEMENT by and between GTC Biotherapeutics, Inc. and LFB Biotechnologies S.A.S. February 22, 2010
Note Purchase Agreement • February 26th, 2010 • GTC Biotherapeutics Inc • Biological products, (no disgnostic substances) • Massachusetts

This Note Purchase Agreement (this “Agreement”) dated as of February 22, 2010 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”).

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