Exhibit 10.1
STOCK PURCHASE
AGREEMENT
by and between
GTC Biotherapeutics, Inc.
and
LFB Biotechnologies
S.A.S.
November 2, 2009
TABLE OF CONTENTS
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Page
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1.
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PURCHASE AND
SALE
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1
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(a)
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Purchase of
Stock
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1
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2.
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THE
CLOSING
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1
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(a)
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Closing
Date
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1
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(b)
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Form of
Payment
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1
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(c)
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Conditions to
the Purchaser’s Obligation to Purchase the Shares
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2
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(d)
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Conditions to
the Company’s Obligation to Issue and Sell the
Shares
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3
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3.
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REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
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4
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(a)
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Organization
and Qualification
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4
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(b)
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Subsidiaries
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4
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(c)
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Authorization;
Enforcement; Validity
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4
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(d)
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Capitalization
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5
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(e)
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Issuance of
Shares
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5
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(f)
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No
Conflicts
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6
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(g)
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No Violation or
Default
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6
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(h)
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SEC
Documents
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6
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(i)
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Financial
Statements
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6
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(j)
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No Material
Adverse Change
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7
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(k)
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Independent
Accountants
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7
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(l)
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Clinical
Trials
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7
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(m)
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Title to
Intellectual Property
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7
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(n)
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Licenses and
Permits
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8
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(o)
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Environmental
Matters
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8
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(p)
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Tax
Matters
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9
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(q)
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Internal
Control over Financial Reporting
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9
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(r)
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Disclosure
Controls and Procedures
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9
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(s)
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Sarbanes-Oxley
Compliance
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9
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-i-
TABLE OF CONTENTS
(continued)
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Page
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(t)
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Absence of
Litigation
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9
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(u)
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Investment
Company Act
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9
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(v)
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Board
Approval
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10
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4.
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PURCHASER’S REPRESENTATIONS AND
WARRANTIES
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10
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(a)
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Transfer or
Resale
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10
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(b)
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Investment
Purpose
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10
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(c)
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Offshore
Transaction
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10
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(d)
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General
Solicitation
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10
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(e)
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Information
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10
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(f)
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Reliance on
Exemptions
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10
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(g)
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No Governmental
Review
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11
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(h)
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No Antitrust
Filings or Approvals
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11
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(i)
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Authorization;
Enforcement; Validity
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11
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(j)
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No
Conflicts
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11
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(k)
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Short Position
Prior to the Date Hereof
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11
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(l)
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Short Sales and
Confidentiality After the Date Hereof
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12
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(m)
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Ownership
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12
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5.
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RESTRICTIONS ON
TRANSFER; OWNERSHIP OF SHARES
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12
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(a)
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Resales
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12
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(b)
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Rule
144
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12
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(c)
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Legends
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12
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(d)
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Agreement to be
Bound
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13
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(e)
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Security
Ownership
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13
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6.
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REGISTRATION
RIGHTS
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13
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(a)
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Registration
Procedures and Expenses
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13
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-ii-
TABLE OF CONTENTS
(continued)
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Page
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7.
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INDEMNIFICATION
AND CONTRIBUTION
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17
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8.
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PUBLIC
STATEMENTS
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20
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9.
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MISCELLANEOUS
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21
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(a)
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Governing
Law
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21
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(b)
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Entire
Agreement
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21
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(c)
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Amendments and
Waivers
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21
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(d)
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Notices
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21
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(e)
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No Strict
Construction
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22
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(f)
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Further
Assurances
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22
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(g)
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Severability
|
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22
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(h)
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Successors and
Assigns
|
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22
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(i)
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Survival
|
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23
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(j)
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Expenses
|
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23
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(k)
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Headings
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23
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(l)
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Counterparts
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23
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-iii-
STOCK PURCHASE
AGREEMENT
This Stock Purchase Agreement (this
“ Agreement ”) dated as of November 2, 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 ”).
RECITALS
In accordance with the terms and
conditions of this Agreement and pursuant to exemptions from
registration under the Securities Act of 1933 (as amended from time
to time, the “ Securities Act ”), which may
include without limitation the exemption afforded by Regulation S
promulgated thereunder, the Company has agreed to issue and sell,
and the Purchaser has agreed to purchase a number of shares of
common stock, par value $0.01 per share (the “ Common
Stock ,”), of the Company.
NOW THEREFORE, in consideration of
the promises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Purchaser hereby
agree as follows:
(a) Purchase of Stock . At
the Closing (as defined in Section 2), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from
the Company, upon the terms and subject to the conditions set forth
herein 3,387,851 shares of Common Stock (the “ Shares
”) for an aggregate purchase price of $3,625,000.57 (the
“ Purchase Price ”), based on a purchase price
per share of $1.07 (the “ Per Share Purchase Price
”), which is not less than the consolidated closing bid price
of the Common Stock on the NASDAQ Capital Market on
October 30, 2009.
(a) Closing Date . The date
and time of the closing of the purchase and sale of the Shares (the
“ Closing ”) shall occur on November 5,
2009 at 10 a.m. Boston time, at the offices of Edwards Angell
Palmer & Dodge LLP, 111 Huntington Avenue, Boston,
Massachusetts (subject to the satisfaction or waiver of the
conditions set forth in Subsections (c) and (d) of this
Section 2), or at such other location, date and time as may be
agreed upon between the Company and the Purchaser (the “
Closing Date ”).
(b) Form of Payment . On the
Closing Date, the Purchaser shall pay the Company the Purchase
Price for the Shares to be issued and sold to the Purchaser, by
wire transfer of immediately available funds in accordance with the
Company’s written wire instructions previously provided to
the Purchaser, and the Company shall