March 25, 2008
LFB Biotechnologies, S.A.S.U.
3, avenue des Tropiques
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.
Subject to the simultaneous conversion of shares of Series D Preferred Stock pursuant to Section 4 below, and as an
inducement for the Purchaser to make such conversion, the Company irrevocably agrees not to exercise its right provided under
Section 4.4.6 (as corrected in accordance with Section 3 below) of the Company’s Articles of Amendment designating the Series
D Preferred Stock, as filed on October 2, 2007 with the Secretary of the Commonwealth of the Commonwealth of Massachusetts
(the “ Articles of Amendment ”), to require conversion of all of the outstanding shares of Series D Preferred Stock into shares
of Common Stock if the right of the Purchaser to nominate the “Purchaser Designee” pursuant to the Agreement automatically
terminates pursuant to clause (iii) of Section 9(c) of the Agreement after conversion of more than 50% of the shares of Series D
Preferred Stock issued to the Purchaser.
Section 9(c) of the Agreement is hereby amended and restated in its entirety as follows:
“(c) Ownership Requirements . After June 30, 2012, or if the annual shareholder meeting for 2012 in which directors are
elected is held after June 30, 2012, after the date of such meeting, the Purchaser’s right to nominate the Purchaser Designee,
including any successor, shall automatically terminate upon the occurrence of either (i) the Purchaser’s ownership of Common
Stock of the Company declining to