Common use of Additional Covenants Clause in Contracts

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives"a) to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty Except for transactions approved by a majority of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction disinterested directors of the Board of Directors Directors, neither the Seller nor any of its Subsidiaries shall enter into any transaction with any director, officer, employee or holder of more than 5% of the Company and in such capacity taking outstanding capital stock of any action on behalf class or series of capital stock of the Company Seller or any of its Subsidiaries, member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person, or member of the family of any such person, is a director, officer, trustee, partner or holder of more than 5% of the outstanding capital stock thereof, with the exception of transactions which are consummated upon terms that are no less favorable than would be available if such transaction had been effected at arms-length, in the Company is permitted reasonable judgment of the Board of Directors. (b) The Seller shall timely prepare and file with the Securities and Exchange Commission the form of notice of the sale of securities pursuant to the requirements of Regulation D regarding the sale of the Shares and Warrants under this Agreement. (c) The Seller shall timely prepare and file such applications, consents to service of process (but not including a general consent to service of process) and similar documents and take such other steps and perform such further acts as shall be required by the U.S. state securities law requirements of each jurisdiction where a Purchaser resides as indicated on Schedule 1 with respect to the sale of the Shares and Warrants under this Agreement. (d) Neither the Seller nor any of its Affiliates, nor any Person acting on its or their behalf, shall directly or indirectly make any offers or sales of any securities or solicit any offers to buy any securities under circumstances that would cause the loss of the 4(2) exemption under the Merger AgreementSecurities Act for the transactions contemplated hereby. Subject to any consent or approval rights of the Purchasers hereunder, in the event the Seller contemplates an offering of its equity or debt securities within six months following the Closing Date, the Seller agrees that it shall notify the Purchasers of such offering (without providing any material non-public information to any Purchaser without its prior approval).

Additional Covenants. From 10.1 The Partnership Parties hereby: (a) agree that they shall not sell, shall have no interest in and after shall not permit the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiatecreation of, or encourage, directly or indirectlysuffer to exist, any inquiries regarding security interest, lien, encumbrance, charge or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making claim of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; nature (iiiother than Permitted Liens) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder Materials; (b) (i) confirm that they will promptly notify Grifols post at the Storage Facilities such reasonable placards as the Company requests stating that the Company or its assignee is the owner of all Materials held in the existence of any proposal, discussion, negotiation or inquiry received by Storage Facilities and (ii) agree that they will take all actions necessary to maintain such Stockholder placards in place for the Term; (c) acknowledge and agree that the Company may file a UCC-1 statement with respect to an Alternative Proposalthe Materials stored in the Storage Facilities, and each Stockholder will promptly communicate the Partnership Parties shall cooperate with the Company in executing such financing statements as the Company deems necessary or appropriate; (d) agree that no loss allowances shall be applied to Grifols the Materials held in the Storage Facilities or transported in the Pipelines; (e) agree to provide all pumping and transfer services with respect to the Storage Facilities and the Pipelines as the Company may from time to time reasonably request with respect to any Material; (f) agree to permit the Company’s personnel to have rights of access to and egress from the Facility by crossing over, around and about the Facility for any purpose related to this Agreement, including but not limited to enforcing its rights and interests under this Agreement; provided that (i) the Company’s personnel shall follow routes and paths designated by a Partnership Party or security personnel employed by a Partnership Party, (ii) the Company’s personnel shall observe all security, fire and safety regulations while, in around or about the Facility, and (iii) the Company shall be liable for any damage directly caused by the negligence or tortious conduct of such personnel; (g) agree to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Storage Facilities and the Pipelines; (h) agree to replace, maintain and/or repair any part of the Storage Facilities or the Pipelines which may be destroyed or damaged by the elements, acts of God, fire, floods, or any other cause excluding damage or destruction caused by the negligence or tortious conduct of the Company’s personnel; (i) agree to furnish any and all fuel, power and pumping equipment, together with all personnel necessary to transport Materials in accordance with the terms of any such proposalthis Agreement; (j) agree that, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies in the event of any written materials received Crude Oil or Product spill, leak or discharge or any other environmental pollution caused by it or in connection with the use of any Storage Facilities or Pipelines, the Partnership Parties shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Partnership Party deems appropriate or necessary and shall notify or arrange to notify the Company immediately of any such proposalspill, discussionleak or discharge and of any such operations; (k) agree to refrain from changing the Tariff rates except in accordance with Sections 4.2(d), negotiation or inquiry4.2(e) and 4.5 of this Agreement or, in any case where an adjustment pursuant to Section 4.2(d) has reduced the identity rate below the Tariff rate in effect on the date hereof, in order to increase such Tariff rate to be equal to the rate in effect on the date hereof; and (l) represent and confirm that all representations and warranties of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 Partnership Parties contained herein shall be a limitation true and correct on any Stockholder or Representative thereof serving and as a director of the Commencement Date. 10.2 The Company hereby agrees: (a) to replace or as an officer repair, at its own expense, any part of the Company acting Pipelines and the Facility which may be destroyed or damaged through any negligent or tortious act or omission of the Company, its agents or employees; (b) to not make any alteration, additions or improvements to the Pipelines and the Storage Facilities or remove any part thereof, without the prior written consent of the Partnership Party, such consent to be at the direction Partnership Party’s sole discretion; (c) to refrain from challenging, and from encouraging or assisting any other Person in challenging, in any forum the Tariff rates and modifications to the Tariff rates in accordance with Section 10.1(k) of this Agreement; and (d) to support any change to the Tariff rates in accordance with Section 10.1(k) of this Agreement, including through appropriate filings with the FERC. 10.3 Each Party hereby agrees that: (a) it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Law. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon reasonable request. Each Party also shall immediately notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Materials; and (b) all records or documents provided by any Party to any of the Board other Parties shall, to the best knowledge of Directors such Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to any of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementother Parties no longer are accurate or complete.

Additional Covenants. From and after Each of the date hereof and continuing until the termination of this AgreementPDD Shareholders, each Stockholder of the FRHL Shareholders, and FRHL hereby further agree with the WT as follows: (a) Prior to any proposed transfer (“Transfer”) of any WT Shares by FRHL or its assignees (any such party, a “Transferor”), unless there is in effect a registration statement under the Act covering the proposed transfer, the Transferor shall not, nor shall it permit or authorize any give written notice to the WT of its officers, directors, employees, agents or representatives (collectively, intention to effect such Transfer. Each such notice shall describe the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty manner and circumstances of the Stockholder proposed Transfer in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation sufficient detail and shall be accompanied at such Transferor’s expense by either (A) a written opinion of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder legal counsel who shall, and shall cause its Representatives towhose legal opinion shall, immediately cease any existing activitiesbe reasonably satisfactory to WT addressed to WT, discussions to the effect that the proposed Transfer of the WT Shares may be effected without registration under the Act, or negotiations with any parties conducted heretofore (B) a “no action” letter from the U.S. Securities and Exchange Commission (the “Commission”) to the effect that the Transfer of such WT Shares without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such WT Shares shall be entitled to any transfer such WT Shares in accordance with the terms of the foregoing. Each Stockholder will promptly notify Grifols of notice delivered by the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect holder to an Alternative ProposalWT. (b) The certificates evidencing the WT Shares it has agreed to acquire, and each Stockholder certificate issued in transfer thereof, will promptly communicate to Grifols bear the terms of following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND, EXCEPT AS STATED IN AN AGREEMENT BETWEEN THE HOLDER OF THIS CERTIFICATE, OR ITS PREDECESSOR IN INTEREST, AND THE ISSUER CORPORATION, SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE ISSUER CORPORATION RECEIVES AN OPINION, IN FORM AND CONTENT REASONABLY SATISFACTORY TO THE ISSUER CORPORATION, OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER CORPORATION (WHICH MAY BE COUNSEL FOR THE ISSUER CORPORATION) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.” SHARE EXCHANGE AGREEMENT (c) The certificates representing the WT Shares, and each certificate issued in transfer thereof, will also bear any such proposal, discussion, negotiation legend required under any applicable U.S. federal or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementstate securities law.

Additional Covenants. From Junior Creditor and after the date hereof and continuing until the termination Debtor agree in favor of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, Senior Creditor that: (i) solicit or initiateexcept as specifically set forth in Section 2(b) above, or encourageDebtor shall not, directly or indirectly, make and Junior Creditor shall not, directly or indirectly, accept or receive any inquiries regarding payment of principal or the submission of, interest or any Alternative Proposal; prepayment or non-mandatory payment or any payment pursuant to acceleration or claims of breach or any payment to acquire Junior Debt or otherwise in respect of any Junior Debt; (ii) participate in Debtor shall not grant to Junior Creditor and Junior Creditor shall not acquire any discussions security interest, lien, claim or negotiations regarding, encumbrance on any assets or furnish to properties of Debtor or any Person guarantees for any information or data with respect to, or take any other action to knowingly facilitate of the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; Junior Debt; (iii) enter into Junior Creditor shall not sell, assign, pledge, encumber or otherwise dispose of any agreement with respect of the Junior Debt or subordinate any of the Junior Debt to any Alternative Proposal other person, except, that, Junior Creditor may assign, pledge or approve encumber the Junior Debt so long as (A) Senior Creditor Agent shall have received from any assignee, pledgee or resolve other person acquiring any interest in the Junior Debt a written acknowledgment of receipt of a copy of this Agreement together with the written Agreement of such person to approve any Alternative Proposal; be bound by the terms and conditions of this Subordination Agreement and (B) such assignee, pledgee or other person shall be acceptable to Senior Creditor Agent in its reasonable determination; (iv) take any action which would make any representation Junior Creditor and Debtor shall not amend, modify, alter or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols change the terms of any such proposalof the Junior Creditor Agreements or any other arrangements related to the Junior Debt except, discussionthat, negotiation Debtor may, after prior written notice to Senior Creditor Agent, amend, modify, alter or inquiry which it may receive (and will promptly provide change the terms thereof so as to Grifols copies extend the maturity thereof, or defer the timing of any written materials received by it payments in respect thereof, or to forgive or cancel any portion of the Junior Debt (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection with therewith; (v) Junior Creditor and Debtor shall, at any time or times upon the request of Senior Creditor Agent, promptly furnish to Senior Creditor Agent a true, correct and complete statement of the outstanding Junior Debt; (vi) Junior Creditor and Debtor shall execute and deliver to Senior Creditor Agent such proposaladditional agreements, discussion, negotiation documents and instruments and take such further actions as may be necessary or inquirydesirable in the opinion of Senior Creditor Agent to effectuate the provisions and purposes of this Subordination Agreement; and (vii) the Senior Debt shall continue to be treated as Senior Debt and the identity provisions of this Subordination Agreement shall continue to govern the relative rights and priorities of the Person making such proposal Creditors even if all or inquiry part of the Senior Debt or engaging the liens and security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in such discussion or negotiation. Nothing in any proceeding, and this Section 1.5 Subordination Agreement shall be a limitation on reinstated if at any Stockholder or Representative thereof serving as a director time any payment of any of the Company Senior Debt is rescinded or as an officer must otherwise be returned by any holder of the Company acting at the direction Senior Debt or any representative of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementholder.

Additional Covenants. From In addition to those covenants contained elsewhere in this Instrument, Borrower covenants to Lender as follows: (1) Borrower shall, or shall cause any operator of the Facility to, operate the Facility for its Intended Use and shall, or shall cause any operator of the Facility to, provide, to Lender’s reasonable satisfaction, all of the facilities, services, staff, equipment and supplies required or normally associated with a typical high quality property devoted to the Intended Use. (2) Borrower shall, or shall cause any operator of the Facility to, operate the Facility in a manner such that all applicable Licenses now or hereafter in effect shall remain in full force and effect. Borrower shall not, and shall not allow any operator of the Facility to, (A) transfer any License (or any rights thereunder) to any location other than the Facility, (B) pledge any License (or any rights thereunder) as collateral security for any other loan or indebtedness, (C) terminate any License or permit any License not to be renewed or reissued as applicable, (D) rescind, withdraw, revoke, amend, supplement, modify or otherwise alter the nature, tenor or scope of any License, or (E) permit any License to become the subject of any Downgrade, revocation, suspension, restriction, condition or probation (including without limitation any restriction on new admissions or residents). (3) Borrower shall, or shall cause any operator of the Facility to, furnish to Lender, within ten (10) days after receipt by Borrower or any operator of the Facility, any and all written notices from any Governmental Authority that (A) any License is being Downgraded, revoked, terminated, suspended, restricted or conditioned or may not be renewed or reissued or that action is pending or being considered to Downgrade, revoke, terminate, suspend, restrict or condition (or not renew or reissue) any such License, (B) any violation, fine, finding, investigation or corrective action concerning any License is pending or being considered, rendered or adopted, or (C) any Healthcare Law or any health or safety code or building code violation or other deficiency at the Mortgaged Property has been identified, but in each case only if the subject matter of such written notice (A) could materially impact the operation or value of the Facility, or (B) requires additional formal or informal action by Borrower or operator of the Facility that is more than development or implementation of a routine plan of correction, including, without limitation, participation in hearings concerning continued licensing or Medicare or Medicaid participation, entering into consent orders affecting licensing affecting the Facility, or engaging in oversight management. (4) Borrower shall, or shall cause any operator of the Facility to, furnish to Lender, within ten (10) days after receipt by Borrower or any operator of the Facility, a copy of any survey, report or statement of deficiencies by any Governmental Authority, but only if the subject matter of such survey, report or statement of deficiencies (A) could materially impact the operation or value of the Facility, or (B) requires additional formal or informal action by Borrower or operator of the Facility that is more than development or implementation of a routine plan of correction, including, without limitation, participation in hearings concerning continued licensing or Medicare or Medicaid participation, entering into consent orders affecting licensing affecting the Facility, or engaging in oversight management. Within the time period specified by the Governmental Authority for furnishing a plan of correction, the Borrower, or if applicable, an operator of the Facility, shall do so and shall furnish or shall cause to be furnished to Lender a copy of the plan of correction concurrently therewith. Borrower shall correct or shall cause to be corrected in a timely manner (and in all events by the date required by the Governmental Authority) any deficiency if the failure to do so could cause any License to be Downgraded, revoked, suspended, restricted, conditioned or not renewed or reissued. (5) Upon Lender’s request and subject to Privacy Laws, Borrower shall furnish (or cause the operator of the Facility to furnish) to Lender true and correct rent rolls and copies of all Leases. (6) Without the prior written consent of Lender, which may be granted or withheld in Lender’s discretion, Borrower shall not, and shall not permit any operator of the Facility to, provide or contract for skilled nursing care, assisted living care, Alzheimer’s care, memory care or dementia care for any of the residents other than that level of care which both (A) is consistent with the Intended Use and (B) is permissible for Borrower or the operator of the Facility to provide at the Facility under (i) applicable Healthcare Laws, and (ii) applicable Licenses. (7) Borrower shall not, and shall not permit any operator of the Facility to, enter into any Material Contract, unless that Material Contract provides that it is terminable upon not more than 30 days notice by Borrower, or if Borrower is not a party to the Contract, the operator of the Facility, and their respective successors and assigns, without the necessity of establishing cause and without payment of a penalty or termination fee or extra charge. (8) Borrower shall not, and shall not allow any operator of the Facility to, pledge any receivables arising from the operation of the Facility (or any Leases or Contracts under which such receivables arise) as collateral security for any other loan or indebtedness. (9) Borrower shall (or if Borrower is not a party thereto, shall cause an operator of the Facility to) fully perform all of its obligations under each Contract, and Borrower shall not (and Borrower shall not permit an operator of the Facility to) enter into, terminate or amend, modify, assign or otherwise encumber its interest in any Material Contract without the prior written approval of Lender. If Borrower or an operator of the Facility enters into any Material Contract in the future (with Lender’s consent thereto), Borrower shall (or shall cause the operator to), simultaneously with entering into the Material Contract, if requested by Lender (A) assign its rights under and interest in the Material Contract to Lender as additional security for the Indebtedness and (B) obtain and provide to Lender a consent to that assignment by the other party(ies) to the Material Contract. Both the assignment and the consent shall be in a form acceptable to Lender in its discretion. (10) Borrower shall provide Lender with a copy of any License issued or renewed in the future by a Governmental Authority within thirty (30) days after its issuance or renewal. To the extent that any such License is assignable, Borrower shall assign it to Lender as additional security for the Indebtedness, using a form of assignment acceptable to Lender in its discretion. If any License is issued to an operator of the Facility, to the extent such License is assignable, Borrower shall cause such operator or management agent to assign the License to Lender as additional security for the Indebtedness, using a form of assignment acceptable to Lender in its discretion. (11) Subject to Privacy Laws, Borrower will furnish and will cause any operator of the Facility to furnish to Lender at Borrower’s expense all evidence, which Lender may from time to time reasonably request as to the continuing accuracy and validity of all representations and warranties made by Borrower in the Loan Documents and the continuing compliance with and satisfaction of all covenants and conditions contained therein. (12) The Borrower shall not permit the change of any operator of the Facility without in each case the prior written approval of Lender, and in each such instance (i) the approval by Lender of the applicable operating lease and/or management (or similar) agreement, as applicable, and (ii) the assignment to Lender of Borrower’s (or if Borrower is not a party thereto, an operator of the Facility’s) rights under such Lease and/or Contract, as applicable, together with the consent thereto of such other party to such Lease or Contract, using a form of assignment acceptable to Lender in its discretion. Without limiting the foregoing, Borrower shall not, and shall not permit any operator of the Facility to, enter into, terminate, extend or amend any non-residential Lease or Contract to lease, manage or operate the Facility without in each instance Lender providing its prior written consent thereto, which may be conditioned upon Lender receiving an assignment thereof in a form acceptable to Lender. (13) The form of residential Lease and/or residential care agreement or similar resident agreement approved by Lender prior to the date hereof with respect to the Facility shall not be revised in any material respect (except as may be required by applicable Healthcare Laws) without Lender’s prior written consent thereto. All Leases and continuing until agreements with residents at the termination Facility shall be on forms approved by Lender. (14) Notwithstanding any provision of Section 4(f) of this AgreementInstrument to the contrary, each Stockholder neither Borrower nor any operator of the Facility shall notenter into, nor terminate, extend or amend any non-residential Lease of any portion (or all) of the Facility or any Mortgaged Property without Lender’s prior written consent thereto. The last sentence of Section 4(f) of this Instrument is deleted and replaced with the following: All non-residential Leases, including renewals or extensions of existing non-residential Leases, shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, specifically provide that (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or such Leases are subordinate to the submission of, any Alternative Proposallien of this Instrument; (ii) participate at Lender’s election, the tenant shall attorn to Lender and any purchaser at the foreclosure sale, such attornment shall be self-executing and effective upon acquisition of title to the Mortgaged Property by any purchaser at a foreclosure sale or by Lender in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalmanner if Lender has made such election; (iii) enter into the tenant agrees to execute such further evidences of attornment as Lender or any agreement purchaser at a foreclosure sale may from time to time request; (iv) if Lender or a purchaser at a foreclosure sale so elects, the Lease shall not be terminated by foreclosure or any other transfer of the Mortgaged Property; (v) after a foreclosure sale of the Mortgaged Property, Lender or any other purchaser at such foreclosure sale may, at Lender’s or such purchaser’s option, accept or terminate such Lease without payment of any fee or penalty; and (vi) the tenant shall, upon receipt of a written request from Lender after the occurrence of an Event of Default, pay all Rents payable under the Lease to Lender. (15) Borrower or an operator of the Facility, as applicable, shall timely perform all of the obligations of such party under all Leases of the Facility or any Mortgaged Property. (16) Borrower or any operator of the Facility shall maintain all deposits by all residents of the Facility in accordance with all applicable laws and regulations pertaining thereto, and in accordance with the terms of each such resident’s Lease or resident care agreement, and otherwise in accordance with the other provisions of this Instrument and the other Loan Documents. (17) Borrower shall, or as applicable, Borrower shall cause any operator of the Facility to, maintain and implement all compliance and procedures policies as may be required by any applicable Healthcare Laws or Governmental Authority. Upon request by Lender, Borrower shall provide Lender with copies of Borrower’s, and if applicable, each operator of the Facility’s, compliance manuals which evidence such compliance. (18) If Borrower or any operator of the Facility participates in Medicare, Medicaid, TRICARE or any similar governmental payor program with respect to the Facility, then (i) Borrower shall not and shall not permit any Alternative Proposal breach or approve violation of any Healthcare Laws pertaining thereto, including without limitation, any Healthcare Laws pertaining to billing for goods or resolve services by Borrower or any operator of the Facility and (ii) Borrower shall not and shall not permit any circumstance to approve occur which would (a) cause Borrower, an operator of the Facility or the Facility to be disqualified for participation in any Alternative Proposal; such program or (ivb) take any action which would make cause the non-renewal or termination of participation in any representation or warranty such program by Borrower, an operator of the Stockholder in this Agreement untrue Facility or incorrect or preventthe Facility, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementapplicable.

Additional Covenants. From and Section 7.1 Preparation of the Proxy Statement; Recommendation of Mergers. (a) With respect to each Merging Partnership, Sellers shall prepare (and, in the case of each of the Public ▇▇▇▇▇▇ Partnerships, file with the SEC) as soon as practicable after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate but in any discussions event not later than August 31, 1999, which date may be extended by Sellers (subject to approval of the Company, which shall not be unreasonably withheld or negotiations regardingdelayed) or by the Company, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement a proxy statement with respect to any Alternative Proposal or approve or resolve the ▇▇▇▇▇▇ Limited Partner Meeting of such Merging Partnership to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty the Merger in respect of such Merging Partnership, the MPLP Contributions with respect to such Merging Partnership, the appointment of the Stockholder in applicable New GP LLC as the successor general partner of such Merging Partnership and the other transactions contemplated by this Agreement untrue or incorrect or prevent(each, burden or materially delay a "Proxy Statement"). If required by law, Sellers and any person that may be deemed to be an affiliate of any Public ▇▇▇▇▇▇ Partnership shall prepare and file concurrently with the consummation filing of the Proxy Statement for such Public ▇▇▇▇▇▇ Partnership a Statement on Schedule 13E-3 (each, a "Schedule 13E-3") with the SEC with respect to such Public ▇▇▇▇▇▇ Partnership. The Company shall, upon request by Sellers, furnish Sellers with such information concerning itself, the Managing Member and Whitehall as may be required by law or by any Governmental Entity in connection with any Proxy Statement, any Schedule 13E-3 or any other statement, filing, notice or application made by or on behalf of the Company to any third party or any Governmental Entity or both in connection with the Mergers, the MPLP Contributions, the appointments of the applicable New GP LLCs as the successor general partners of the ▇▇▇▇▇▇ Partnerships and the other transactions contemplated by this Agreement. Upon execution Sellers shall use their reasonable best efforts to (i) promptly respond to any comments of the SEC and (ii) cause the respective Proxy Statements to be mailed to the limited partners of the respective Merging Partnerships as promptly as practicable after the date of this Agreement. Sellers shall notify the Company promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to any Proxy Statement or any Schedule 13E-3 or for additional information and shall supply the Company with copies of all correspondence between Sellers or any of their representatives, on the one hand, and the SEC, on the other hand, with respect to any Proxy Statement or any Schedule 13E-3. The Proxy Statements for the Public ▇▇▇▇▇▇ Partnerships and the Schedule 13E-3s shall comply in all material respects with all applicable requirements of law and the rules and regulations of the SEC. Whenever any event occurs which is required to be set forth in an amendment or supplement to any Proxy Statement, Sellers and the Company each shall promptly inform the other of such occurrences and Sellers shall prepare (and, in the case of the Public ▇▇▇▇▇▇ Partnerships, file with the SEC) and mail to the limited partners of the applicable Merging Partnership such amendment or supplement to such Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to any Schedule 13E-3, Sellers shall promptly inform the Company of such occurrence, and Sellers and the affiliates of the applicable Public ▇▇▇▇▇▇ Partnership shall file such amendment or supplement. The Proxy Statements (at the respective dates thereof and at the dates of the respective ▇▇▇▇▇▇ Limited Partner Meetings) and Schedule 13E-3s (at the respective dates thereof) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by Sellers in reliance upon and in conformity with information concerning the Company or any affiliates of the Company or concerning the Transitory Partnerships or the Company LLCs furnished to Sellers in writing by the Company specifically for use in any such Proxy Statements or Schedule 13E-3s. (b) Each Merging Partnership shall, as soon as practicable following the date of this Agreement, each Stockholder shallsubject to the time periods set forth in its organizational documents and in applicable laws, duly call, give notice of, convene and shall cause hold a meeting of its Representatives tolimited partners (a "▇▇▇▇▇▇ Limited Partner Meeting") to be held at the earliest practicable date following the date the applicable Proxy Statement is mailed to its limited partners for the purpose of obtaining requisite approval by its limited partners of the Merger in respect of such Merging Partnership, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore the MPLP Contributions with respect to any such Merging Partnership, the appointment of the foregoingapplicable New GP LLC as the general partner of such Merging Partnership and the other transactions contemplated by this Agreement. Each Stockholder will promptly notify Grifols of Unless otherwise prohibited by law, each Merging Partnership and its general partner shall be required to hold the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder ▇▇▇▇▇▇ Limited Partner Meeting with respect to an Alternative Proposalsuch Merging Partnership, regardless of whether the general partner of such Merging Partnership has withdrawn, amended or modified its recommendation that the limited partners of such Merging Partnership approve the Merger in respect of such Merging Partnership, the MPLP Contributions with respect to such Merging Partnership, the appointment of the applicable New GP LLC as the general partner of such Merging Partnership and the other transactions contemplated by this Agreement, unless this Agreement has been terminated in respect of such Merging Partnership pursuant to the provisions of Section 9.3 hereof. The general partner of each of the Merging Partnerships shall recommend to the limited partners of such Merging Partnership approval of the Merger in respect of such Merging Partnership, the MPLP Contributions with respect to such Merging Partnership, the appointment of the applicable New GP LLC as the successor general partner of such Merging Partnership and the other transactions contemplated by this Agreement; provided, however, that prior to the ▇▇▇▇▇▇ Limited Partner Meeting for such Merging Partnership (or any adjournment thereof), the recommendation of the general partner of such Merging Partnership may be withdrawn, modified or amended as a result of the commencement or receipt of a proposal constituting a Superior Acquisition Proposal with respect to such Merging Partnership, but only to the extent expressly permitted under Section 7.2 hereof. (c) If on the date of the ▇▇▇▇▇▇ Limited Partner Meeting for a Merging Partnership, such Merging Partnership has not received duly executed proxies which, when added to the number of votes represented in person at the meeting by persons who intend to vote to adopt this Agreement, will constitute a sufficient number of votes to adopt this Agreement (and limited partners holding greater than a majority of the outstanding LP Interests in such Merging Partnership have not indicated their intention to vote against, and each Stockholder will promptly communicate to Grifols have not submitted duly executed proxies voting against, the terms adoption of any this Agreement), then such proposal, discussion, negotiation or inquiry which it may receive Merging Partnership and its general partner shall recommend the adjournment of its ▇▇▇▇▇▇ Limited Partner Meeting until the date ten (and will promptly provide to Grifols copies 10) days after the originally scheduled date of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement▇▇▇▇▇▇ Limited Partner Meeting.

Additional Covenants. From So long as any Credit is Outstanding: (a) The Issuer shall not engage in any business or activity other than in connection with the activities contemplated hereby and after in the date hereof other Basic Documents. (b) [Reserved]. (c) The funds and continuing until other assets of the termination Issuer shall not be commingled with those of this Agreementany other Person. (d) The Issuer shall not be, each Stockholder become or hold itself out as being liable for the debts of any other Person. (e) The Issuer shall notnot form, nor or cause to be formed, any subsidiaries. (f) The Issuer shall it permit act solely in its own name and through its duly authorized officers or authorize any agents in the conduct of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallbusiness, and shall cause conduct its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect business so as not to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect mislead others as to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making with which they are concerned. (g) The Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Issuer may be kept (subject to any provision contained in the statutes) inside or outside the State of Delaware at such proposal place or inquiry places as may be designated from time to time by the Issuer. (h) All actions of the Issuer shall be taken by an Authorized Representative. (i) The Issuer shall not amend, alter, change or engaging in such discussion or negotiation. Nothing repeal any provision contained in this Section 1.5 without the written consent of each Creditor and the Guarantor with respect to such amendment, alteration, change or repeal. (j) The Issuer shall be a limitation on any Stockholder not amend its Certificate of Trust or Representative thereof serving as a director its Trust Agreement without first obtaining the prior written consent of the Company or as an officer Majority Priority Class Creditors and the Guarantor. (k) All audited financial statements of the Company acting at the direction Issuer that are consolidated with those of any Affiliate thereof will contain detailed notes clearly stating that (i) all of the Board of Directors Issuer’s assets are owned by the Issuer, and (ii) the Issuer is a separate entity from creditors who have received ownership and/or security interests in the Issuer’s assets. (l) The Issuer will strictly observe legal formalities in its dealings with the Depositor or any Affiliate thereof, and funds or other assets of the Company and in such capacity taking any action on behalf Issuer will not be commingled with those of the Company Depositor or any other Affiliate thereof. The Issuer shall not maintain joint bank accounts or other depository accounts to which the Depositor or any other Affiliate has independent access. None of the Issuer’s funds will at any time be pooled with any funds of the Depositor or any other Affiliate. (m) Any Person that renders or otherwise furnishes services to the Company is permitted Issuer will be compensated by the Issuer at market rates for such services it renders or otherwise furnishes to take under the Merger Issuer except as otherwise provided in this Agreement. The Issuer will not hold itself out to be responsible for the debts of the Depositor or the decisions or actions respecting the daily business and affairs of the Depositor. (n) The Issuer will comply in all material respects with all applicable federal, state and local laws and regulations in connection with its acquisition of the Financed Loans. (o) Each student loan acquired by the Issuer shall constitute an Eligible Loan and shall have the characteristics described in the Loan Purchase Agreement. (p) All filings (including, without limitation, Uniform Commercial Code filings) necessary in any jurisdiction to give the Secured Party a first priority perfected security interest in the Trust Estate, including the transfer of Financed Loans from the Originating Lender to the Lender Trustee and the Issuer pursuant to the Loan Purchase Agreement, will be made on the Closing Date and copies of the file stamped financing statements will be delivered to the Secured Party promptly upon such filing.

Additional Covenants. From (a) The Issuer will keep or cause to be kept proper books of record and after account, in which full and correct entries shall be made of all financial transactions and the date hereof assets and continuing until business of the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives Issuer in accordance with generally accepted accounting principles; (collectively, the "Representatives"b) The Issuer will take all reasonable steps and actions and do all such acts and things as may be required to, : (i) solicit or initiatemaintain (as long as it meets the minimum listing requirements of such institution) the listing and posting for trading of the Issuer Shares on the TSX, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; and (ii) participate in any discussions or negotiations regardingmaintain its status as a reporting issuer, or furnish the equivalent thereof, not in default of the requirements of Applicable Securities Legislation; (c) The Issuer shall maintain or cause the related registrar or the related paying agent, as the case may be, to maintain an office or agency at each place of payment for any Person any information Debentures where the Debentures may be presented or data with respect tosurrendered for payment, or take any other action for registration of transfer or exchange, and where notices and demands to knowingly facilitate or upon the making Issuer in respect of any proposal that constitutes, or such Debentures and this Indenture may reasonably, be expected served. The Issuer will give prompt written notice to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty the Trustee of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shalllocation, and shall cause its Representatives toany change in the location, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation office or inquiry which it may receive (and will promptly provide agency. If at any time the Issuer shall fail to Grifols copies maintain such required office or agency or shall fail to furnish to the Trustee the address of any written materials received such office or agency, such presentations, surrenders, notices and demands may be made or served at the principal corporate trust office of the Trustee in Toronto, Ontario and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; (d) The Issuer shall deliver to the Trustee within 90 days after the end of each fiscal year of the Issuer and at any reasonable time upon demand by it the Trustee, an Officer’s Certificate stating that the Issuer has complied with, in connection all material respects, all requirements of the Issuer contained in this Indenture that, if not complied with, in all material respects, would, with the giving of notice, lapse of time, or otherwise, constitute an Event of Default. If an Event of Default shall have occurred, the certificate shall describe the nature and particulars of the Event of Default and its current status and steps taken or proposed to be taken to eliminate such proposalcircumstances and remedy such Event of Default, discussionas the case may be; and (e) The Issuer will, negotiation at the relevant times and upon exercise of the relevant rights or inquiryelections, comply and take all reasonable measures necessary to comply at all times with subsections 4.6(c) and the identity of the Person making such proposal 4.10(c) including, without limitation, make application for any order, ruling, registration or inquiry filing or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on give any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take notice required under the Merger AgreementApplicable Securities Legislation.

Additional Covenants. From and after (a) Except for a Limited Encumbrance, the date hereof and continuing until Claimholder may not dispose of, transfer, assign or cause or permit the termination imposition of this Agreement, each Stockholder shall not, nor shall it permit or authorize any Encumbrance on any of its officersright, directors, employees, agents title or representatives (collectivelyinterest in or relating to the Subject Claim, the "Representatives") toProceeds, or its beneficial interest in the foregoing in whole or in part, including the right to control litigation of the Subject Claims. Before executing a Limited Encumbrance, the Funder shall be provided (i) solicit notice of the Claimholder’s intent to pursue the Limited Encumbrance; and (ii) the option to provide the Claimholder with financing to be obtained through the Limited Encumbrance on the same or initiatesimilar terms, which option must be exercised within forty-five (45) days of its receipt. Limited Encumbrances shall not be used for purposes of Self-Funding. (b) The Claimholder shall meet the Reporting Requirement at all times until this Agreement expires or is otherwise terminated and shall keep the Funder fully and promptly apprised of any material developments in relation to Subject Claim. The Claimholder shall respond fully and promptly to any request by the Funder for non-privileged information regarding Subject Claim. (c) The Claimholder agrees and undertakes that neither it nor any of its Representatives (i) will institute any action, suit, or encouragearbitration separate from the Subject Claim arising from the same facts, directly circumstances or indirectly, any inquiries regarding or law giving rise to the submission of, any Alternative ProposalSubject Claim without the Funder’s knowledge and consent; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or will take any other action step reasonably likely to knowingly facilitate have a materially adverse impact on the making Subject Claim or the Funder’s share of any proposal that constitutes, Proceeds; or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) will take any action which step that would make give any representation Person or warranty of entity an interest in the Stockholder in this Agreement untrue Subject Claim or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated potential Proceeds except as otherwise permitted by this Agreement. (d) The Claimholder covenants to cooperate in the prosecution of the Subject Claim. Upon execution Specifically, the Claimholder will promptly and fully assist its Legal Representatives as reasonably necessary to conduct and conclude the Subject Claim. (e) The Claimholder shall not negotiate for or accept any other third party investment, financing or funding of this Agreementany type (including debt, each Stockholder shallequity or otherwise), from whatever source, and shall cause its Representatives towhether or not in cash, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity Subject Claim without the prior written consent of the Person making such proposal Funder, except after following the procedures of Section 5.7 and Section 11.4(a), as applicable. (f) The Claimholder shall immediately disclose to the Funder any material information related to any actual or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director potential conflicts of interests arising out of the Company Claimholder’s interests in Subject Claim and any material information known to the Claimholder related to any actual or as an officer potential conflicts of the Company acting at the direction interests arising out of the Board of Directors of the Company any interests in Subject Claim. (g) The Claimholder shall use reasonable care to manage all Fees and Expenses and review all invoices relating thereto to ensure that they are reasonable. (h) The Claimholder shall ensure that no Proceeds will be released except in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger accordance with this Agreement.

Additional Covenants. From and after (a) The Company will make, in a timely manner, all filings required by applicable regulatory agencies (whether state or federal), exchanges, markets or other bodies, at the date hereof and continuing until the termination of this AgreementCompany's expense, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data connection with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon Agreement and the Related Recapitalization Documents. (b) As soon as practicable after execution of this Agreement, each Stockholder shallthe Company will use its best efforts to obtain all necessary consents and, if applicable, shareholder votes from its shareholders to implement the transactions contemplated by this Agreement and the Related Recapitalization Documents. (c) The Company shall cause its Representatives tonot hire, immediately cease or agree to hire, any existing activitiesemployee or engage, discussions or negotiations agree to engage, any consultant, independent contractor or any other non-employee personnel, except in accordance with the Company's budget that has been approved by the Company's board of directors and the Investor; (d) The Company shall not enter into, increase, expand, extend, or renew any severance, retention, separation, change of control or similar agreement with any parties conducted heretofore with respect employee, consultant, independent contractor or any other non-employee personnel, or agree, promise or commit to do so, without the prior written approval of Investor; (e) The Company shall not purchase, lease, hire, rent or otherwise acquire directly or indirectly any rights in or to any asset or facility outside of the foregoing. Each Stockholder will promptly notify Grifols ordinary course of business in an amount in excess of $10,000, in aggregate, or agree, promise or commit to do so, except in accordance with the Company's budget that has been approved by the Company's board of directors and the Investor. (f) The Company shall comply in all respects with all covenants listed in Section 10 of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it Notes. The covenants listed in connection with such proposal, discussion, negotiation or inquiry) and the identity Section 10 of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in Notes are hereby incorporated by reference into this Section 1.5 4.6 of this Agreement. (g) The Company shall be comply in all respects with all covenants listed in Section 3 of the Bridge Warrant. The covenants listed in Section 3 of the Bridge Warrant are incorporated by reference into this Section 4.6 of this Agreement. (h) The Company shall use its best efforts to obtain, within 30 days of the Effective Date of this Agreement, the written agreement, in a limitation on any Stockholder or Representative thereof serving as a director form acceptable to Investor, of each of those stockholders of the Company or as an officer listed on Schedule 4.6 hereto (the "KEY STOCKHOLDERS") to vote in favor of the Company acting at approval of this Agreement, the direction of the Board of Directors of the Company Related Recapitalization Documents and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.all transactions contemplated hereunder and thereunder, including, without

Additional Covenants. From and after (a) The consequences of the date hereof and continuing until foregoing provisions have been explained to the termination parties hereto by their respective counsel. Each of this Agreementthe parties hereto acknowledges that such party may hereafter discover facts different from, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") in addition to, (i) solicit those which such party now knows or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish believes to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement true with respect to any Alternative Proposal the Claims, and agrees that this Agreement and the releases contained herein shall be and remain effective in all respects notwithstanding such different or approve additional facts or resolve the discovery thereof. (b) To the extent applicable law would not otherwise recognize the provisions of Sections 2.1 and 2.2 hereof as constituting a final release applying to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty unknown and unanticipated Claims within the scope of the Stockholder release, as well as those now known or disclosed, each of the parties hereto, on behalf of such party and the other Selling Shareholder Parties or Company Parties, as applicable, hereby expressly waives all rights or benefits which such party may have now or in this Agreement untrue the future under any such applicable law. (c) Each of the Selling Shareholders, on behalf of himself and his respective Selling Shareholder Parties, hereby forever agrees and covenants to refrain and forbear from asserting, commencing, instituting or incorrect prosecuting any lawsuit, arbitration, action, claim, right to setoff or preventdeduction asserted in, burden based on, arising out of or materially delay relating to the consummation of Litigation, the Series C Preferred Stock, the Purchase Agreement, the Security Agreements or the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal. (d) The Company, discussionParagon and ▇▇▇▇▇▇▇, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of themselves and the other Company that Parties, hereby forever agree and covenant to refrain and forbear from asserting, commencing, instituting or prosecuting any lawsuit, action, claim, right to setoff or deduction asserted in, based on, arising out of or relating to the Company is permitted to take under Litigation, the Merger Series C Preferred Stock, the Purchase Agreement, the Security Agreements or the transactions contemplated by any of the foregoing.

Additional Covenants. From (a) The Company agrees to (a) to notify you promptly (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments or requests for additional information from the Commission, and (iii) of the suspension of the qualification of the shares of Common Stock to be issued in the Exchange Offer in any jurisdiction. (b) The Company agrees that it will endeavor to cooperate in qualifying the shares of Common Stock to be issued in the Exchange Offer for offering and sale, as applicable, under the securities or blue sky laws of such states or other jurisdictions as you may designate and to maintain such qualifications in effect so long as required for the distribution of such shares of Common Stock; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the shares of Common Stock to be issued in the Exchange Offer); and to promptly advise you of the receipt by the Company of any notification with respect to the suspension of the qualification of such shares of Common Stock, for offer and sale, as applicable, in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (c) The Company will use its commercially reasonable best efforts to cause the Common Stock to be issued in the Exchange Offer to be listed on the NYSE within 30 days of the Settlement Date and to maintain the qualification therefor. (d) The Company will furnish to the Dealer Manager as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto) as the Dealer Manager may reasonably request from time to time for the purposes contemplated by the Act and the Exchange Act; the Dealer Manager and any other broker or dealer or any commercial bank or trust company are authorized to use copies of the Prospectus in accordance with the terms and conditions of this Agreement without assuming any responsibility for the accuracy, completeness or fairness of the statements contained therein. (e) The Company shall furnish to you copies of the Registration Statement and Prospectus, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto) and sufficient copies of the foregoing (other than exhibits). (f) If, after the time this Agreement is executed and delivered, it is necessary for the Registration Statement or any post-effective amendment thereto to be declared effective before the shares of Common Stock to be issued in the Exchange Offer may be issued, the Company will use its reasonable best efforts to cause the Registration Statement or such post-effective amendment to become effective as soon as practicable, and the Company will advise the Dealer Manager promptly and, if requested by the Dealer Manager, will confirm such advice in writing, (i) when the Registration Statement and any such post-effective amendment thereto has become effective, and (ii) if Rule 430A under the Act Regulations is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Act Regulations (which the Company agrees to file in a timely manner in accordance with the Act ). (g) Prior to and during the period up to the Expiration Date, the Company shall advise you promptly of (i) the occurrence of any event or the discovery of any fact that could reasonably be expected to cause or which causes the Company to fail to commence, withdraw, rescind or terminate the Exchange Offer or could reasonably be expected to permit the Company to exercise any right not to exchange Securities tendered for exchange thereunder, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which could reasonably be expected to require the making of any change in the Exchange Offer Materials or could reasonably be expected to cause a representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iii) any proposal or requirement to modify, amend or supplement any of the Exchange Offer Materials, (iv) the issuance of any comments or order or the taking of any other action by the Commission, any other securities commission or other similar authority, any stock exchange on which the securities of the Company are listed (collectively, “Other Regulatory Authorities”) or any administrative or judicial tribunal or other governmental agency or instrumentality concerning the Exchange Offer (and, if in writing, will furnish you a copy thereof), (v) the commencement or threat in writing of any lawsuit or government proceeding in connection with the Exchange Offer and (vi) any other information relating to the Exchange Offer which you may from time to time reasonably request. (h) The Company and you each agree to keep the other reasonably informed as to the progress of the Exchange Offer during the pendency thereof, including providing information as to the number and amount of Securities that have been tendered for exchange pursuant to the Exchange Offer. (i) The Company will comply with all applicable requirements of law, including, without limitation, (i) the Exchange Act and the rules and regulations promulgated thereunder (other than, in the case of the Company, broker-dealer regulations), and the various state securities or “blue sky” laws, and (ii) Other Applicable Securities Laws, in each case in connection with the Exchange Offer and the other matters contemplated thereby and by this Agreement. (j) The Company agrees that at all times subsequent to the date hereof up to the Expiration Date, the Disclosure Package will comply with all applicable requirements of law and continuing until the Disclosure Package will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that notwithstanding the foregoing, if at any time during the period of the Exchange Offer any event shall occur or condition shall exist as a result of which the Disclosure Package will not comply in all material respects with all applicable requirements of law, or such Disclosure Package will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, then the Company shall either (i) promptly prepare such amendment or supplement to the Disclosure Package as may be necessary in order to correct such false or misleading statement or omission, and take such action to make the Disclosure Package comply with the requirements of law, and distribute such amendment or supplement to holders of Securities if it shall be necessary or desirable to so distribute such amendment or supplement to comply with the requirements of law, or (ii) withdraw from, cancel, rescind or otherwise terminate the Exchange Offer. (k) The Company shall file such reports pursuant to the Exchange Act in order to make generally available to its security holders an earnings statement (which need not be audited) of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act Regulations) as soon as is reasonably practicable after the termination of this Agreementsuch twelve-month period. (l) The Company will disseminate, as required, any and all necessary amendments and supplements to any documents to be filed or furnished with the Commission, Other Regulatory Authorities or any other agency, or to be distributed to the holders of the Securities relating to the Exchange Offer and will promptly furnish to you true and complete copies of each Stockholder shall such amendment and supplement prior to the distribution thereof. (m) The Company will advise the Dealer Manager promptly, confirming such advice in writing, of any notice of institution of proceedings for, or the entry of a stop order, suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; to advise the Dealer Manager promptly of any proposal to amend or supplement the Registration Statement (including any post-effective amendment) or the Prospectus, and whether required to be filed pursuant to the Act or otherwise, and to provide you and your counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing. (n) Subject to Section 9(k) hereof, to file promptly all reports and documents required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and prior to the Expiration Date; and to provide you, for your review and comment, with a copy of such reports and statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to promptly notify you of such filing. (o) without the consent of the Dealer Manager, not, nor at any time on or after the execution of this Agreement and prior to the earlier of the Settlement Date or the earlier termination of the Exchange Offer, to offer or sell any shares of Common Stock by means of any “prospectus” (within the meaning of the Act), any issuer free writing prospectus (as defined in Rule 433 under the Act Regulations or any other free writing prospectus (as defined in Rule 405 under the Act Regulations) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act Regulations or use any “prospectus” (within the meaning of the Act), any issuer free writing prospectus (as defined in Rule 433 under the Act Regulations) or any other free writing prospectus (as defined in Rule 405 under the Act Regulations) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act Regulations in connection with the Exchange Offer other than the Prospectus, and without the consent of the Dealer Manager (which shall it permit not be unreasonably withheld or authorize delayed), not to make any offer or sale of shares of Common Stock by means, or use, of any written materials in connection with the Exchange Offer other than the Exchange Offer Materials. (p) In connection with the services to be provided by you hereunder, the Company agrees to furnish you and your counsel with all information concerning the Company that you reasonably deem appropriate and agrees to provide you with reasonable access to its officers, directors, employeesaccountants, counsel, consultants and other appropriate agents or representatives and representatives. (collectively, the "Representatives"q) to, (i) solicit or initiate, or encourageThe Company will not take, directly or indirectly, any inquiries regarding action that is designed to cause or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regardingresult, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, which might reasonably be expected to lead tocause or result, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal under the Exchange Act or approve otherwise, in stabilization or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty manipulation of the Stockholder price of any securities to facilitate the exchange of Securities in this Agreement untrue the Exchange Offer. (r) The Company shall on or incorrect prior to the Commencement Date have made appropriate arrangements, to the extent applicable, with DTC or prevent, burden or materially delay any other “qualified” securities depository to allow for the consummation book-entry movement of the transactions contemplated by this Agreement. Upon execution tendered book-entry securities between depository participants and the Exchange Agent. (s) The Company shall maintain a transfer agent and, if necessary under the jurisdiction of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any incorporation of the foregoing. Each Stockholder will promptly notify Grifols of Company, a registrar for the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementCommon Stock.

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Principal Stockholder shall agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officers, directors, employees, agents his or representatives her Affiliates (collectively, the "Representatives"which shall not include any other Principal Stockholder or Acquiror) to, sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any Acquiror Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Acquiror Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) solicit for transfers by will or initiate, or encourage, directly or indirectly, any inquiries regarding or by operation of law (in which case this Agreement shall bind the submission of, any Alternative Proposaltransferee); (ii) participate a transfer for estate and tax planning purposes, subject in any discussions or negotiations regarding, or furnish each case to any Person any information or data with respect to, or take any other action the transferee agreeing in writing to knowingly facilitate be bound by the making terms of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalthis Agreement; (iii) enter into with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), for any agreement with respect to any Alternative Proposal sales, assignments, transfers or approve or resolve to approve any Alternative Proposalother dispositions necessitated by hardship; or (iv) take net settlement of a Principal Stockholders’ stock options, restricted stock units, or other equity awards under Acquiror Stock Plans to pay the exercise price thereof and satisfy any tax withholding obligations; (v) withholding of Acquiror Stock in connection with vesting of any stock options, restricted stock units, or other equity awards under Acquiror Stock Plans to satisfy tax withholding obligations; and (vi) as the Company may otherwise agree in writing; (b) not vote or execute any action which would make by written consent to rescind or amend in any representation manner any prior vote or warranty of action by written consent to (i) approve or adopt the Stockholder in this Merger Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of other Contemplated Transactions, or (ii) approve the existence of any proposalAcquiror Stock Issuance, discussion, negotiation in each case except in compliance with Section 3; and (c) execute and deliver such additional instruments and documents and take such further action as may be reasonably necessary to comply with his or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after 5.1 Preparation of the Proxy Statement; Stockholders Meeting; Partner Solicitation; Partner Approvals. (a) As promptly as reasonably practicable following the date hereof and continuing until the termination of this Agreement, each Stockholder JP shall not, nor shall it permit or authorize prepare and file with the SEC under the Exchange Act a proxy statement and form of proxy (such proxy statement and proxy together with any of its officers, directors, employees, agents or representatives (collectivelyamendments and supplements thereto, the "RepresentativesProxy Statement") toand JP shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to JP's stockholders as promptly as practicable following the date of this Agreement. JP shall promptly notify GGP and GGP Partnership upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide GGP and GGP Partnership with copies of all correspondence between JP and its representatives, on the one hand, and the SEC and its staff, on the other hand. GGP and GGP Partnership shall promptly provide any information or responses to comments, or other assistance, reasonably requested in connection with any of the foregoing. Prior to filing or mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, JP (i) solicit shall provide GGP and GGP Partnership an opportunity to review and comment on such document or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; response and (ii) participate shall give reasonable consideration to all comments proposed by GGP and GGP Partnership. Each of JP, PDC LP, GGP and GGP Partnership shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any discussions or negotiations regardingmaterial respect, or furnish and JP shall cause such corrected information to any Person any information or data with respect tobe included in the Proxy Statement. (b) JP shall, or take any other action as promptly as reasonably practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "JP Stockholders Meeting") for the purpose of obtaining the JP Stockholder Approval. Subject to knowingly facilitate Section 4.3, JP shall, through its Board of Directors, recommend to its stockholders approval of this Agreement, the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of Merger and the transactions contemplated by this Agreement. Upon execution , and shall include such recommendation in the Proxy Statement. (c) The Holders of PDC Common OP Units. (i) As promptly as reasonably practicable following the date of this Agreement, JP, PDC LP, GGP and GGP Partnership shall prepare certain solicitation materials (the "Partner Solicitation Materials"), which will be used by GGP Partnership as a private placement memorandum to offer the GGP Series B Preferred OP Units to the holders of the PDC Common OP Units and by JP and PDC LP to solicit the JP Partner Approvals. Such Partner Solicitation Materials shall include or incorporate by reference information about GGP and GGP Partnership, a description of the transaction, the position of JP as the general partner of PDC LP with respect to such transaction, available appraisal rights for holders of PDC Common OP Units, the impact of the Voting Agreement and other matters that the parties reasonably determine are to be specified therein. The parties shall reasonably cooperate with each Stockholder shallother in the preparation of the Partner Solicitation Materials. (ii) JP and PDC LP, on the one hand, and GGP and GGP Partnership, on the other hand, agree that none of the information supplied or to be supplied by them for inclusion or incorporation by reference in the Partner Solicitation Materials will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Each party agrees that if it shall become aware prior to the Partnership Merger Effective Time of any information that would cause any of the statements in the Partner Solicitation Materials to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not false or misleading, it shall promptly inform the other parties thereof and shall take the necessary steps, in cooperation with the other parties, to correct such information and to disseminate updated information. (iii) Subject to the fiduciary duties of JP, as the general partner of PDC LP, JP (A) agrees to seek the written consents and approvals of the holders of PDC Common OP Units on each of the matters specified in the definition of JP Partner Approvals and recommend to the holders of PDC Common OP Units approval of such matters, and include such recommendation in the Partnership Solicitation Materials and (B) hereby approves and consents to each of the matters specified in the definition of JP Partner Approvals and agrees to vote all of its Representatives toPDC OP Units in favor of such matters (or to provide its consent with respect thereto). (iv) As promptly as reasonably practicable following the date of this Agreement, immediately cease GGP and GGP Partnership shall prepare a form of election in form and substance reasonably acceptable to JP and PDC LP (the "Form of Election"), pursuant to which each holder of PDC Common OP Units will specify (A) the number of PDC Common OP Units which it desires to have converted into the right to receive GGP Series B Preferred OP Units and (B) the number of PDC Common OP Units which it desires to have converted into the right to receive cash in the Partnership Merger. Any holder electing option (A) must also agree to become a party to the GGP Partnership Agreement, the GGP Series B OP Units Redemption Agreement, the GGP Common OP Units Redemption Agreement and the Tax Matters Agreement in substantially the form of Exhibit I attached hereto (together, the "Related Agreements"). In order to be eligible to elect to receive GGP Series B Preferred OP Units in the Partnership Merger, a holder of PDC Common OP Units must qualify as an "accredited investor" under the Securities Act. (v) Concurrently with the mailing of the Proxy Statement to JP Shareholders, GGP Partnership shall mail Forms of Election to holders of record of PDC Common OP Units, together with the Partner Solicitation Materials. An election to subscribe for the GGP Series B Preferred Units shall be effective only if a properly executed Form of Election is received by GGP Partnership prior to 5:00 p.m., Eastern Standard Time, on the second business day preceding the JP Stockholders Meeting. If a holder of PDC Common OP Units fails to return a duly completed Form of Election within the time period specified above and does not duly perfect its appraisal rights pursuant to the MRULPA, such holder shall be deemed to have elected to receive cash upon the conversion of its PDC Common OP Units in the Partnership Merger. GGP Partnership and PDC LP by mutual agreement shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity of Forms of Election and the issuance and delivery of GGP Series B Preferred OP Units in the Partnership Merger. (vi) JP shall not exercise any existing activitiesappraisal, discussions dissenters' or negotiations with any parties conducted heretofore other similar rights with respect to any of the foregoing. Each Stockholder will promptly notify Grifols its PDC OP Units, including, without limitation, any rights under Section 10-208(f) of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder MRULPA. (vii) The parties shall reasonable cooperate with each other with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing matters set forth in this Section 1.5 5.1(c), and intend that the offer of the GGP Series B Preferred Units shall be a limitation on any Stockholder or Representative thereof serving conducted as a director private placement, exempt from the registration requirements of the Company or as an officer Securities Act. (d) GGP and GGP Partnership covenant and agree that, concurrently with the Closing, they will each enter into, with each holder of PDC Common OP Units who validly elects to receive GGP Series B Preferred OP Units in the Partnership Merger, the Related Agreements to which they are parties, and will reasonably cooperate with such holders so that such holders become limited partners of GGP Partnership and enjoy the full rights and benefits of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementGGP Series B Preferred OP Units.

Additional Covenants. From (a) In the event that Purchaser desires to consummate a Change of Control prior to the Expiration Date, Purchaser or its successor, as applicable depending upon the structure of the Change of Control, will cause the Person acquiring Purchaser to assume Purchaser’s or its successor’s (as applicable depending upon the structure of the Change of Control) obligations, duties and covenants under this Agreement. No later than five (5) Business Days after to the date hereof consummation of any Change of Control, Purchaser will deliver to the Rights Agent an Officer’s Certificate, stating that such Change of Control complies with this Section 4.6(a) and continuing until that all conditions precedent herein relating to such transaction have been complied with. (b) Certain Holders have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative and agreed to provide direction to the Representative in connection with its services under this Agreement and the Representative Engagement Agreement (such Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”), shall be liable to any Holder for any action or failure to act in connection with the acceptance or administration of the Representative’s responsibilities hereunder or under the Representative Engagement Agreement, unless and only to the extent such action or failure to act constitutes gross negligence, fraud or willful misconduct. The Holders shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines, amounts paid in settlement (collectively, the “Representative Expenses”) incurred without gross negligence, fraud or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder or its duties (or any duties of any member of the Advisory Group) under the Representative Engagement Agreement. Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of CVR Payment Amounts otherwise distributable to the Holders at the time of distribution, and third, directly from the Holders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group or any termination of this Agreement, each Stockholder . The Holders acknowledge that the Representative shall not, nor shall it permit not be required to expend or authorize risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its officerspowers, directorsrights, employees, agents duties or representatives (collectivelyprivileges or pursuant to this Agreement, the "Representatives") toRepresentative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in its reasonable determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) solicit are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or initiateliquidation of any Holder and shall be binding on any successor thereto, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; and (ii) participate shall survive the delivery of an assignment by any Holder of the whole or any fraction of his, her or its interest in the CVR Proceeds. At the Offer Closing Time, the Company shall wire to the Representative $[●] (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Representative in a segregated client account and shall be used (A) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement or the Representative Engagement Agreement, or (B) as otherwise determined by the Advisory Group (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence, fraud or willful misconduct. The Representative is not acting as a withholding agent or in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Holders will not receive any interest on the Expense Fund and assign to the Representative any such proposalinterest. Subject to Advisory Group approval, discussionthe Representative may instruct the Rights Agent to contribute funds to the Expense Fund from the CVR Payment Amounts otherwise distributable to any Holders, negotiation or inquiry) and on a pro rata basis. As soon as reasonably determined by the identity Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund, if any, to the Rights Agent for further distribution to the Holders in such proportions as though the amount of the Person making remaining Expense Fund constituted CVR Proceeds hereunder (provided that, any amounts remaining from the amounts contributed to the Expense Fund from the CVR Payment Amounts otherwise distributable to any Holders pursuant to the previous sentence shall first be distributed to such proposal or inquiry or engaging Holders in proportion to such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementHolders’ respective contributions).

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize So long as any of the Series 2004-2 Notes are Outstanding: (a) The Issuer shall not engage in any business or activity other than in connection with the activities contemplated by its officersArticles of Incorporation. (b) The Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity except as otherwise provided herein. (c) The funds and other assets of the Issuer shall not be commingled with those of any other individual, directorscorporation, employeesestate, agents or representatives (collectivelypartnership, the "Representatives") tojoint venture, (i) solicit or initiateassociation, joint stock company, trust, unincorporated organization, or encouragegovernment or any agency or political subdivision thereof. (d) The Issuer shall not be, directly become or indirectly, any inquiries regarding or hold itself out as being liable for the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take debts of any other action to knowingly facilitate party. (e) The Issuer shall act solely in its own name and through its duly Authorized Representative in the making conduct of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallits business, and shall cause conduct its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect business so as not to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect mislead others as to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making entity with which they are concerned. (f) The Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Issuer may be kept (subject to any provision contained in the statutes) inside or outside the State at such proposal place or inquiry places as may be designated from time to time by the board of trustees or engaging in such discussion the bylaws of the Issuer. (g) All actions of the Issuer shall be taken by a duly Authorized Representative of the Issuer. (h) The Issuer shall not amend, alter, change or negotiation. Nothing repeal any provision contained in this Section 1.5 without (i) the prior written consent of the Indenture Trustee and (ii) a Rating Confirmation (a copy of which shall be a limitation on any Stockholder or Representative thereof serving as a director provided to the Indenture Trustee). (i) The Issuer shall not amend its Articles of Incorporation without first obtaining the prior written consent of each Rating Agency. (j) All audited financial statements of the Company or as an officer Issuer that are consolidated with those of any affiliate thereof will contain detailed notes clearly stating that (i) all of the Company acting at Issuer's assets are owned by the direction Issuer, and (ii) the Issuer is a separate entity with creditors who have received ownership and/or security interests in the Issuer's assets. (k) The Issuer will strictly observe legal formalities in its dealings with each Seller, the Issuer's parent or any affiliate thereof, and funds or other assets of the Board Issuer will not be commingled with those of Directors any Seller, the Issuer's parent or any other affiliate thereof. The Issuer shall not maintain joint bank accounts or other depository accounts to which any Seller, the Issuer's parent or any other affiliate has independent access. None of the Company Issuer's funds will at any time be pooled with any funds of any Seller, the Issuer's parent or any other affiliate. (l) The Issuer will maintain an arm's length relationship with each Seller (and any affiliate). Any Person that renders or otherwise furnishes services to the Issuer will be compensated by the Issuer at market rates for such services it renders or otherwise furnishes to the Issuer except as otherwise provided in such capacity taking this Indenture. Except as contemplated in this Indenture, the Student Loan Purchase Agreements, the Administration Agreement or a Servicing Agreement, the Issuer will not hold itself out to be responsible for the debts of any action on behalf Seller, the parent or the decisions or actions respecting the daily business and affairs of the Company that the Company is permitted to take under the Merger Agreementany Seller or parent.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives"a) to, Logistics hereby: (i) solicit or initiateagrees that it shall not sell, shall have no interest in and shall not permit the creation of, or encourage, directly or indirectlysuffer to exist, any inquiries regarding security interest, lien, encumbrance, charge or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making claim of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; nature (iiiother than Permitted Liens) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder Materials; (ii) (x) confirms that it will promptly notify Grifols post at the Terminal and the Tankage such reasonable placards as Lion requests stating that Lion is the owner of specific Materials held at the existence of any proposal, discussion, negotiation or inquiry received by Terminal and the Tankage and (y) agrees that it will take all actions necessary to maintain such Stockholder placards in place for the Term; (iii) acknowledges and agrees that Lion may file a UCC-1 statement with respect to an Alternative Proposalthe Materials stored or throughput at the Terminal and the Tankage, and each Stockholder will Logistics shall cooperate with Lion in executing such financing statements as Lion deems necessary or appropriate; (iv) agrees that, subject to Section 3(c), no loss allowances shall be applied to the Materials stored or throughput at the Terminal and the Tankage; and (v) agrees that, in the event of any Material spill, leak or discharge or any other environmental pollution caused by or in connection with the use of the Terminal or the Tankage, Logistics shall promptly communicate commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as Logistics deems appropriate or necessary and shall notify or arrange to Grifols the terms notify Lion immediately of any such proposalspill, discussionleak or discharge and of any such operations. (b) Lion hereby agrees: (i) to replace or repair, negotiation at its own expense, any part of the Terminal and the Tankage which may be destroyed or inquiry which damaged through any negligent or tortious act or omission of Lion, its agents or employees or any Supplier’s Inspector; and (ii) except as provided in Section 2(i), to not make any alteration, additions or improvements to the Terminal or the Tankage or remove any part thereof, without the prior written consent of Logistics, such consent to be at Logistics’ sole discretion. (c) Each Party hereby agrees that: (i) it may receive shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law; (ii) it shall maintain the records required to be maintained by Environmental Law and will shall make such records available to the other Parties upon reasonable request; (iii) it also shall promptly notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to Grifols copies the other Parties all evidence of environmental inspections or audits by any written materials received Governmental Authority with respect to such Materials; (iv) all records or documents provided by it in connection with such proposal, discussion, negotiation or inquiry) and the identity any Party to any of the Person making other Parties shall, to the best knowledge of such proposal Party, accurately and completely reflect the facts about the activities and transactions to which they relate; and (v) it shall promptly notify the other Parties if at any time such Party has reason to believe that any records or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on documents previously provided to any Stockholder or Representative thereof serving as a director of the Company other Parties no longer are accurate or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementcomplete.

Additional Covenants. From Except as required by law, each Principal Stockholder agrees that he, she or it will: (a) not, and will use its best efforts to not permit any of his, her or its Affiliates to, prior to the meeting of the Company’s stockholders to approve the Merger, sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any shares of Company Common Stock owned of record or beneficially by such Principal Stockholder on or after the date hereof and continuing until the termination of this Agreementhereof, each Stockholder shall not, nor shall it permit or authorize engage in any discussions with any person or entity related to any of its officersthe foregoing, directors, employees, agents or representatives (collectively, the "Representatives") to, except: (i) solicit for transfers by will or initiate, or encourage, directly or indirectly, any inquiries regarding or by operation of law (in which case this Agreement shall bind the submission of, any Alternative Proposaltransferee); (ii) participate for a transfer for estate and tax planning purposes, subject in any discussions or negotiations regarding, or furnish each case to any Person any information or data with respect to, or take any other action the transferee agreeing in writing to knowingly facilitate be bound by the making terms of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalthis Agreement; (iii) enter into any agreement with respect for shares tendered to any Alternative Proposal or approve or resolve the Company to approve any Alternative Proposalpay the exercise price of outstanding stock options; or (iv) take any action which would make any representation or warranty as Acquiror may otherwise agree in writing in its sole discretion; (b) except as expressly permitted under, and subject to the conditions of, Section 6.6 of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Merger Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease not engage in any existing activities, discussions or negotiations with any parties conducted heretofore other than Acquiror or an Affiliate of Acquiror with respect to any Acquisition Transaction, as defined in Section 1.1(c) of the foregoing. Each Stockholder will promptly notify Grifols Merger Agreement; (c) not vote or execute any written consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement or any of the existence transactions contemplated thereby; (d) use his, her or its best efforts to cause any necessary meeting of the Company’s stockholders to be duly called and held, or any proposalnecessary consent of stockholders to be obtained, discussionfor the purpose of approving or adopting the Merger Agreement and the transactions contemplated thereby; (e) use his or her best efforts to cause each of his, negotiation her or inquiry received by such Stockholder its Affiliates to cooperate fully with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it Acquiror in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making transactions contemplated thereby; and (f) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his, her or inquiry or engaging in such discussion or negotiation. Nothing in its respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after During the date hereof and continuing until the termination Disposition Period: (a) Without limiting any other provisions of this AgreementSection 4.3, each Stockholder shall not, neither the Company nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, Affiliates shall take any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate action in any discussions or negotiations regarding, or furnish to any Person any information or data bad faith with respect to, or take any other action to knowingly facilitate with the making primary purpose of any proposal that constitutesavoiding, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty the payment of the Stockholder CVR Payment Amount, including by making any dividend, distribution or other transfer of Net Proceeds in this Agreement untrue or incorrect or prevent, burden or a manner materially delay adverse to the consummation Company’s obligations in respect of the transactions contemplated by Net Proceeds pursuant to this Agreement. Upon execution of this Agreement, each Stockholder (b) The Company shall, and shall cause its Representatives subsidiaries to, immediately cease use commercially reasonable efforts to continue to preserve and maintain the Company Pre-Closing Assets, including all Intellectual Property relating thereto but, and shall use commercially reasonable efforts to comply with such maintenance obligations as required by any existing activitieslicense or related term set forth in any Disposition Agreement. Notwithstanding the foregoing, discussions or negotiations with any parties conducted heretofore with respect to such efforts to preserve and maintain Intellectual Property relating to the Company Pre-Closing Assets, (A) the Company shall not be required to incur aggregate out-of-pocket costs and expenses in excess of $200,000 (the “IP Expense Fund”) and (B) the Company shall prioritize the application of the IP Expense Fund in accordance with the provisions of Schedule 1 hereto. (c) The Company shall not grant any lien, security interest, pledge or similar interest in any Company Pre-Closing Assets or any Net Proceeds other than (A) pursuant to the terms of a Disposition Agreement or (B) any such interest generally granted with respect to all assets of the Company and not specific to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative ProposalCompany Pre-Closing Assets, and each Stockholder will promptly communicate to Grifols which do not prohibit the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director ability of the Company to complete a Disposition and, in connection therewith, to deliver title to the Company Pre-Closing Assets to the purchaser thereof, free and clear of such interest. (d) The Company shall promptly inform the director(s) on the Company board of directors who then hold CVRs if and after Inbound Interest is delivered or as otherwise made known to an executive officer or business development officer of the Company acting at Company, and shall keep such director(s) reasonably and promptly informed regarding material developments in the direction negotiation of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementDisposition Agreements.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives"a) to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty Except for transactions approved by a majority of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction disinterested directors of the Board of Directors Directors, neither the Seller nor any of its Subsidiaries shall enter into any transaction with any director, officer, employee or holder of more than 5% of the Company outstanding capital stock of any class or series of capital stock of the Seller or any of its Subsidiaries, member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person, or member of the family of any such person, is a director, officer, trustee, partner or holder of more than 5% of the outstanding capital stock thereof, with the exception of transactions which are consummated upon terms that are no less favorable than would be available if such transaction had been effected at arms-length, in the reasonable judgment of the Board of Directors. (b) The Seller shall timely prepare and file with the Securities and Exchange Commission the form of notice of the sale of securities pursuant to the requirements of Regulation D regarding the sale of the Shares and Warrants under this Agreement. (c) The Seller shall timely prepare and file such applications, consents to service of process (but not including a general consent to service of process) and similar documents and take such other steps and perform such further acts as shall be required by the state securities law requirements of each jurisdiction where a Purchaser resides as indicated on Schedule 1 with respect to the sale of the Shares and Warrants under this Agreement. (d) Neither the Seller nor any of its Affiliates, nor any Person acting on its or their behalf, shall directly or indirectly make any offers or sales of any securities or solicit any offers to buy any securities under circumstances that would cause the loss of the 4(2) exemption under the Securities Act for the transactions contemplated hereby. Subject to any consent or approval rights of the Purchasers hereunder, in the event the Seller contemplates an offering of its equity or debt securities within six months following the Closing Date, the Seller agrees that it shall notify the Purchasers of such offering (without providing any material non-public information to any Purchaser without its prior approval), and upon the reasonable request of Purchasers purchasing at least 75% of the Shares hereunder, the Seller shall first disclose the terms and conditions and other relevant facts of such proposed transaction to Nasdaq and obtain from Nasdaq its assurance that such transaction will not be integrated with the offering which is the subject of this Agreement for purposes of the Nasdaq rules requiring shareholder approval of the issuance of 20% or more of an issuer's outstanding common stock. In the event the Seller fails to obtain such assurance, then the Seller shall not issue or sell any such securities without the prior written consent of Purchasers purchasing at least 75% of the Shares hereunder, provided that the Seller may sell or issue securities without such consent if (i) it obtains prior shareholder approval for such sale or issuance in compliance with NASD rules or (ii) such sale or issuance is to a pharmaceutical company in connection with a strategic transaction and not primarily as a capital raising transaction, so long as the Seller has not affirmatively been notified (orally or in writing) by Nasdaq that it is reasonably likely to treat such sale or issuance as being integrated with the transactions contemplated under this Agreement. In the event that the transactions contemplated under this Agreement are deemed integrated with any other transaction(s) by the NASD, then the Seller shall as soon as possible seek the approval of its stockholders and take such other action to authorize the issuance of the full number of Shares and Warrant Shares and the full amount of securities issued and/or to be issued in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementother transaction.

Additional Covenants. From Except as required by law, each Principal Stockholder agrees that he or she will: (a) not, and after will not permit any of his or her Affiliates prior to the Effective Time to, sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any Company Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Company Stock are owned of record or beneficially by such Principal Stockholder on the date hereof and continuing until the termination of this AgreementAgreement or are subsequently acquired by any method, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, except: (i) solicit for transfers by will or initiate, or encourage, directly or indirectly, any inquiries regarding or by operation of law (in which case this Agreement shall bind the submission of, any Alternative Proposaltransferee); (ii) participate a transfer for estate and tax planning purposes, subject in any discussions or negotiations regarding, or furnish each case to any Person any information or data with respect to, or take any other action the transferee agreeing in writing to knowingly facilitate be bound by the making terms of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalthis Agreement; (iii) enter into with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), for any agreement with respect to any Alternative Proposal sales, assignments, transfers or approve or resolve to approve any Alternative Proposalother dispositions necessitated by hardship; or (iv) take as Acquiror may otherwise agree in writing; (b) not vote or execute any action which would make written consent to rescind or amend in any representation manner any prior vote or warranty of written consent to approve or adopt the Stockholder in this Merger Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols other Contemplated Transactions; (c) use his or her best efforts to cause any necessary meeting of the existence Company's stockholders to be duly called and held, or any necessary consent of stockholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the Contemplated Transactions; (d) cause any proposal, discussion, negotiation of his or inquiry received by such Stockholder her Affiliates to cooperate fully with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it Acquiror in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (e) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Principal Stockholder shall agrees that he or she will: (A) not, nor shall it and will not permit or authorize any of its officershis or her Affiliates, directorsprior to the Effective Time to sell, employeesassign, agents transfer or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission otherwise dispose of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data create an Encumbrance with respect to, or take any other action permit to knowingly facilitate the making of any proposal that constitutesbe sold, assigned, transferred or may reasonably, be expected to lead tootherwise disposed of, any Alternative ProposalCentrue Common Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Centrue Common Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii) with the prior written consent of Union (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or as Union may otherwise agree in writing; (ivB) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallnot, and shall cause will not permit any of his or her Affiliates, directly or indirectly (including through its Representatives toRepresentatives), immediately cease to initiate, solicit or encourage any existing activitiesdiscussions, discussions inquiries or negotiations proposals with any parties conducted heretofore third party relating to an Acquisition Transaction, or provide any such person with respect to information or assistance or negotiate with any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder person with respect to an Alternative Proposal, and each Stockholder will promptly communicate Acquisition Transaction or agree to Grifols or otherwise assist in the terms effectuation of any such proposal, discussion, negotiation Acquisition Transaction; (C) not vote or inquiry which it may receive (and will promptly provide to Grifols copies of execute any written materials received by it consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement or any of the other Contemplated Transactions; (D) at Union's request, use his or her best efforts to cause any necessary meeting of Centrue's stockholders to be duly called and held, or any necessary consent of stockholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the other Contemplated Transactions; (E) cause any of his or her Affiliates to cooperate fully with Union in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (F) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement(a) The Corporation shall at all times reserve, each Stockholder shall not, nor shall it permit or authorize any out of its officersauthorized and unissued shares, directorsa number of shares sufficient to provide for the exercise in full of the Option. All shares issued upon exercise of the Option shall be duly authorized and, employeeswhen issued upon such exercise, agents or representatives (collectively, the "Representatives") to, shall be (i) solicit or initiatevalidly issued, or encouragefully paid and non-assessable, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate registered for purchase by the Optionee from the Corporation under Federal and state securities laws and shall remain registered until the Option has been exercised in any discussions full or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; been terminated and (iii) listed, or otherwise qualified, for trading in the United States on each national securities exchange or national securities market system on which the Common Stock is listed or qualified. (b) The Corporation represents and warrants that (i) it is fully authorized by its Board or the Committee (and by any person or body whose action is required) to enter into this Employee Option Agreement and to perform its obligations under it, (ii) the execution, delivery and performance of this Employee Option Agreement by the Corporation does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document of the Corporation or any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or among holders of its shares and (iviii) take any action which would make any representation or warranty upon execution and delivery of this Employee Option Agreement by the Corporation and the Optionee, this Employee Option Agreement shall be the valid and binding obligation of the Stockholder Corporation, enforceable in this accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by the inapplicability of equitable remedies in certain circumstances. (c) This Stock Option Agreement untrue or incorrect or prevent, burden or materially delay shall inure to the consummation benefit of and be binding upon the transactions contemplated by this AgreementCorporation and its successors. Upon execution of this Agreement, each Stockholder shall, and It shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it not be assignable except in connection with such proposal, discussion, negotiation the sale or inquiry) and the identity other disposition of all or substantially all of the Person making such proposal assets or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director business of the Company Corporation, whether by merger, consolidation or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.otherwise. ANNEX A

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Principal Stockholder shall agrees that he or she will: (A) not, nor shall it and will not permit or authorize any of its officershis or her Affiliates, directorsprior to the Effective Time to sell, employeesassign, agents transfer or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission otherwise dispose of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data create an Encumbrance with respect to, or take any other action permit to knowingly facilitate the making of any proposal that constitutesbe sold, assigned, transferred or may reasonably, be expected to lead tootherwise disposed of, any Alternative ProposalUnion Common Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Union Common Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii) with the prior written consent of Centrue (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or as Centrue may otherwise agree in writing; (ivB) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallnot, and shall cause will not permit any of his or her Affiliates, directly or indirectly (including through its Representatives toRepresentatives), immediately cease to initiate, solicit or encourage any existing activitiesdiscussions, discussions inquiries or negotiations proposals with any parties conducted heretofore third party relating to an Acquisition Transaction, or provide any such person with respect to information or assistance or negotiate with any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder person with respect to an Alternative Proposal, and each Stockholder will promptly communicate Acquisition Transaction or agree to Grifols or otherwise assist in the terms effectuation of any such proposal, discussion, negotiation Acquisition Transaction; (C) not vote or inquiry which it may receive (and will promptly provide to Grifols copies of execute any written materials received by it consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement or any of the other Contemplated Transactions; (D) at Centrue's request, use his or her best efforts to cause any necessary meeting of Union's stockholders to be duly called and held, or any necessary consent of stockholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the other Contemplated Transactions; (E) cause any of his or her Affiliates to cooperate fully with Centrue in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (F) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Principal Stockholder shall agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officers, directors, employees, agents his or representatives her Affiliates (collectively, which shall not include any other Principal Stockholder or the "Representatives"Company) to, sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any Company Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Company Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) solicit for transfers by will or initiate, or encourage, directly or indirectly, any inquiries regarding or by operation of law (in which case this Agreement shall bind the submission of, any Alternative Proposaltransferee); (ii) participate a transfer for estate and tax planning purposes, subject in any discussions or negotiations regarding, or furnish each case to any Person any information or data with respect to, or take any other action the transferee agreeing in writing to knowingly facilitate be bound by the making terms of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalthis Agreement; (iii) enter into with the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed), for any agreement with respect to any Alternative Proposal sales, assignments, transfers or approve or resolve to approve any Alternative Proposalother dispositions necessitated by hardship; or (iv) take net settlement of a Principal Stockholder’s Company Stock Option to pay the exercise price thereof and satisfy any tax withholding obligations; (v) withholding of Company Stock in connection with vesting of any Company Restricted Stock to satisfy tax withholding obligations; and (vi) as Acquiror may otherwise agree in writing; (b) not vote or execute any action which would make by written consent to rescind or amend in any representation manner any prior vote or warranty of action by written consent to approve or adopt the Stockholder in this Merger Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation other Contemplated Transactions except in compliance with Section 3; and (c) execute and deliver such additional instruments and documents and take such further action as may be reasonably necessary to comply with his or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From Except as required by law, each Principal Shareholder agrees that he or she will (a) not, and after will not permit any of his or her Affiliates prior to the Effective Time to, sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any Company Common Stock owned of record or beneficially by such Principal Shareholder, whether such shares of Company Common Stock are owned of record or beneficially by such Principal Shareholder on the date hereof and continuing until the termination of this AgreementAgreement or are subsequently acquired by any method, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, except: (i) solicit for transfers by will or initiate, or encourage, directly or indirectly, any inquiries regarding or by operation of law (in which case this Agreement shall bind the submission of, any Alternative Proposaltransferee); (ii) participate a transfer for estate and tax planning purposes, subject in any discussions or negotiations regarding, or furnish each case to any Person any information or data with respect to, or take any other action the transferee agreeing in writing to knowingly facilitate be bound by the making terms of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalthis Agreement; (iii) enter into with the prior written consent of Purchaser (which consent shall not be unreasonably withheld), for any agreement with respect to any Alternative Proposal sales, assignments, transfers or approve or resolve to approve any Alternative Proposalother dispositions necessitated by hardship; or (iv) take as Purchaser may otherwise agree in writing; (b) not vote or execute any action which would make written consent to rescind or amend in any representation manner any prior vote or warranty written consent to approve or adopt the Plan of Merger or any of the Stockholder in this Agreement untrue other transactions contemplated thereby; (c) use his or incorrect her best efforts to cause any necessary meeting of the Company Shareholder to be duly called and held, or preventany necessary consent of shareholders to be obtained, burden for the purpose of approving or materially delay adopting the consummation Plan of Merger and the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall thereby; (d) cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation his or inquiry received by such Stockholder her Affiliates to cooperate fully with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it Purchaser in connection with such proposal, discussion, negotiation or inquiry) the Plan of Merger and the identity of the Person making transactions contemplated thereby; and (e) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Principal Stockholder shall agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officers, directors, employees, agents his or representatives her Affiliates (collectively, which shall not include any other Principal Stockholder or the "Representatives"Company) to, sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any Company Common Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Company Common Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) solicit for transfers by will or initiate, or encourage, directly or indirectly, any inquiries regarding or by operation of law (in which case this Agreement shall bind the submission of, any Alternative Proposaltransferee); (ii) participate a transfer for estate and tax planning purposes, subject in any discussions or negotiations regarding, or furnish each case to any Person any information or data with respect to, or take any other action the transferee agreeing in writing to knowingly facilitate be bound by the making terms of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalthis Agreement; (iii) enter into with the prior written consent of Purchaser (which consent shall not be unreasonably withheld), for any agreement with respect to any Alternative Proposal sales, assignments, transfers or approve or resolve to approve any Alternative Proposalother dispositions necessitated by hardship; or (iv) take net settlement of a Principal Stockholder’s Company Stock Option to pay the exercise price thereof and satisfy any tax withholding obligations; (v) withholding of the Company Common Stock in connection with vesting of any Company Restricted Stock to satisfy tax withholding obligations; and (vi) as Purchaser may otherwise agree in writing; (b) not vote or execute any action which would make by written consent to rescind or amend in any representation manner any prior vote or warranty of action by written consent to approve or adopt the Stockholder in this Merger Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols other Contemplated Transactions except in compliance with Section 3; (c) use his or her best efforts to cause any necessary meeting of the existence Company Stockholders to be duly called and held, or any necessary consent of the Company Stockholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the Contemplated Transactions; (d) cause any proposal, discussion, negotiation of his or inquiry received by such Stockholder her Affiliates to cooperate fully with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it Purchaser in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (e) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after 14.1 Owner hereby: (a) agrees that it shall not sell, shall have no interest in and, except as provided in Section 14.1(c), shall not permit the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiatecreation of, or encourage, directly or indirectlysuffer to exist, any inquiries regarding security interest, lien, encumbrance, charge or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making claim of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; nature (iiiother than Permitted Liens) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder Materials; (b) (i) confirms that it will promptly notify Grifols post at the Storage Facilities such reasonable placards as Customer requests stating that Customer or its assignee is the owner of all Materials held in the existence of any proposal, discussion, negotiation or inquiry received by Storage Facilities and (ii) agrees that it will take all actions reasonably necessary to maintain such Stockholder placards in place for the Term; (c) acknowledges and agrees that Customer may file a UCC-1 financing statement with respect to an Alternative Proposalthe Materials stored in the Storage Facilities, and each Stockholder will promptly communicate Owner shall cooperate with Customer in executing such financing statements; (d) agrees to Grifols provide all pumping and transfer services with respect to the Assets as Customer may from time to time reasonably request with respect to any Material; (e) agrees to permit Customer’s personnel to have rights of access to and egress from the Refinery by crossing over, around and about the Refinery for any purpose related to this Agreement, including but not limited to enforcing its rights and interests under this Agreement; provided that (i) Customer’s personnel shall follow routes and paths designated by Owner or security personnel employed by Owner, (ii) Customer’s personnel shall observe all security, fire and safety regulations while, in around or about the Refinery, and (iii) Customer shall be liable for any damage directly caused by the negligence or tortious conduct of such personnel; (f) agrees to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Assets; (g) agrees to replace, maintain and/or repair any part of the Assets which may be destroyed or damaged by the elements, acts of God, fire, floods, or any other cause excluding damage or destruction caused by the negligence or tortious conduct of Customer’s personnel; (h) agrees to furnish any and all fuel, power and pumping equipment, together with all personnel necessary to transport Materials in accordance with the terms of any such proposalthis Agreement; (i) agrees that, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies in the event of any written materials received Materials spill, leak or discharge or any other pollution under Environmental Law caused by it or in connection with the use of any Asset, Owner shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as Owner deems appropriate or necessary and shall notify or arrange to notify Customer immediately of any such proposalspill, discussionleak or discharge and of any such operations; and (j) agrees to refrain from changing the fees hereunder except in accordance with Section 8.1, negotiation Section 8.2 and Section 8.6. 14.2 Customer hereby agrees: (a) to replace or inquiry) and the identity repair, at its own expense, any part of the Assets which may be destroyed or damaged through any act or omission of Customer, its agents or employees or any Supplier’s Inspector; (b) to not make any alteration, additions or improvements to the Assets or remove any part thereof, without the prior written consent of Owner, such consent to be at Owner’s sole discretion; (c) to refrain from challenging, and from encouraging or assisting any other Person making such proposal in challenging, in any forum the fees hereunder and modifications to the fees in accordance with Section 14.1(j) of this Agreement; (d) to support any change to the fees hereunder in accordance with Section 14.1(j) of this Agreement, including through appropriate filings with the FERC; and (e) agrees that, in the event of any Materials spill, leak or inquiry discharge or engaging any other pollution under Environmental Law caused by or in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director connection with the use of the Company Refinery, Customer shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as an officer Customer deems appropriate or necessary and shall notify or arrange to notify Owner immediately of any such spill, leak or discharge and of any such operations. 14.3 Each Party hereby agrees that: (a) it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Law. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon reasonable request. Each Party also shall immediately notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Materials; and (b) all records or documents provided by any Party to any of the Company acting other Parties shall, to the knowledge of such Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at the direction any time such Party has reason to believe that any records or documents previously provided to any of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementother Parties no longer are accurate or complete.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives"a) to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty Except for transactions approved by a majority of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction disinterested directors of the Board of Directors Directors, neither the Seller nor any of its Subsidiaries shall enter into any transaction with any director, officer, employee or holder of more than 5% of the Company and in such capacity taking outstanding capital stock of any action on behalf class or series of capital stock of the Company Seller or any of its Subsidiaries, member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person, or member of the family of any such person, is a director, officer, trustee, partner or holder of more than 5% of the outstanding capital stock thereof, with the exception of transactions which are consummated upon terms that are no less favorable than would be available if such transaction had been effected at arms-length, in the Company reasonable judgment of the Board of Directors. (b) Promptly after the date hereof, the Seller shall apply to each U.S. securities exchange, interdealer quotation system and other trading market where its Common Stock is permitted currently listed or qualified for trading or quotation for the listing or qualification of the Conversion Shares and the Warrant Shares for trading or quotation thereon in the time and manner required thereby and shall from time to take time advise the Purchaser of the status of such application, and promptly give notice of any determination, whether or not final, and whether or unfavorable, with respect to such applications. (c) The Seller shall timely prepare and file with the Securities and Exchange Commission the form of notice of the sale of securities pursuant to the requirements of Regulation D regarding the sale of the Preferred Stock and Warrants under the Merger this Agreement. (d) The Seller shall timely prepare and file such applications, consents to service of process (but not including a general consent to service of process) and similar documents and take such other steps and perform such further acts as shall be required by the state securities law requirements of each jurisdiction where a Purchaser resides as indicated on Schedule 1 with respect to the sale of the Preferred Stock and Warrants under this Agreement.

Additional Covenants. From Except as required by law, each Principal Shareholder agrees that he or she will: (a) not sell, assign, transfer or otherwise dispose of, and after will use commercially reasonable efforts to prevent any of his or her Affiliates prior to the Effective Time from selling, assigning, transferring or otherwise disposing of, any Acquiror Stock owned of record or beneficially by such Principal Shareholder, whether such shares of Acquiror Stock are owned of record or beneficially by such Principal Shareholder on the date hereof and continuing until the termination of this AgreementAgreement or are subsequently acquired by any method, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, except: (i) solicit for transfers by will or initiate, or encourage, directly or indirectly, any inquiries regarding or by operation of law (in which case this Agreement shall bind the submission of, any Alternative Proposaltransferee); (ii) participate a transfer for estate and tax planning purposes, subject in any discussions or negotiations regarding, or furnish each case to any Person any information or data with respect to, or take any other action the transferee agreeing in writing to knowingly facilitate be bound by the making terms of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalthis Agreement; (iii) enter into with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), for any agreement with respect to any Alternative Proposal sales, assignments, transfers or approve or resolve to approve any Alternative Proposalother dispositions necessitated by hardship; or (iv) take net settlement of a Principal Shareholders’ stock options, restricted stock units, or other equity awards under Acquiror Stock Plans to pay the exercise price thereof and satisfy any action which would make any representation or warranty tax withholding obligations; (v) withholding of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it Acquiror Stock in connection with such proposalvesting of any stock options, discussionrestricted stock units, negotiation or inquiryother equity awards under Acquiror Stock Plans to satisfy tax withholding obligations; and (vi) and as the identity of Company may otherwise agree in writing; (b) not vote or execute any action by written consent to rescind or amend in any manner any prior vote or action by written consent to approve the Person making such proposal or inquiry or engaging Acquiror Stock Issuance, except in such discussion or negotiation. Nothing in this compliance with Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as 3; (c) if the Principal Shareholder is a director of Acquiror, use his or her best efforts to cause any necessary meeting of Acquiror’s shareholders to be duly called and held, or any necessary consent of shareholders to be obtained, for the purpose of approving Acquiror Stock Issuance; (d) use commercially reasonable efforts to cause any of his or her Affiliates to cooperate with the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under connection with the Merger Agreement and the Contemplated Transactions; and (e) execute and deliver such additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or her respective obligations under this Agreement.

Additional Covenants. From (a) The Company and after Parent shall each use, and shall cause each of their respective subsidiaries to use, all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the date hereof and continuing until the termination of transactions contemplated by this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in any discussions or negotiations regardingconnection with the authorization, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making execution and delivery of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay and the consummation of the transactions contemplated by hereby, including, without limitation, the Merger, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this AgreementAgreement and the Merger required under the HSR Act and any other applicable Law; provided that Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filings and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Upon execution Parent and the Company shall request early termination of this Agreement, each Stockholder shallthe waiting period with respect to the Merger under the HSR Act. (b) Parent and the Company agree to cooperate with respect to, and shall cause its Representatives each of their respective subsidiaries to cooperate with respect to, immediately cease and agree to use all reasonable efforts vigorously to contest and resist, any existing activitiesaction, discussions including legislative, administrative or negotiations with judicial action, and to have vacated, lifted, reversed or overturned any parties conducted heretofore with respect to decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") of any Governmental Entity that is in effect and that restricts, prevents or prohibits the consummation of the foregoing. Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. (i) Each Stockholder will promptly notify Grifols of the existence of Company and Parent shall give (or shall cause their respective subsidiaries to give) any proposal, discussion, negotiation or inquiry received by such Stockholder with respect notices to an Alternative Proposalthird parties, and each Stockholder will promptly communicate use, and cause their respective subsidiaries to Grifols use all reasonable efforts to obtain any third party consents (A) necessary, proper or advisable to consummate the terms of transactions contemplated by this Agreement, (B) otherwise required under any such proposalcontracts, discussionlicenses, negotiation leases or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it other agreements in connection with the consummation of the transactions contemplated hereby or (C) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time or a Parent Material Adverse Effect from occurring after the Effective Time. (ii) In the event that any party shall fail to obtain any third party consent described in subsection (c)(i) above, such proposalparty shall use all reasonable efforts, discussionand shall take any such actions reasonably requested by the other parties, negotiation to limit the adverse effect upon the Company and Parent, their respective subsidiaries, and their respective businesses resulting, or inquirywhich could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. (d) In order to consummate the Merger, the Company's Board of Directors shall duly call and hold a meeting of its stockholders on or prior to September 7, 1999, for purposes of authorizing the Merger and, relevant to such meeting, recommend that the stockholders vote to approve the Merger. In connection with such meeting, the Company shall prepare and send notice of such meeting in accordance with the requirements of the VSCA on or prior to August 10, 1999. The Company shall cause the ESOP trustees to provide to the ESOP participants notice of the meeting of the Company's stockholders and a means of providing confidential directions to the ESOP trustees as to the manner in which the shares of Company Common Stock held by the ESOP are to be voted at such meeting in accordance with the requirements of the ESOP plan document, ERISA and the identity Code. All information provided to the Company's stockholders and the ESOP participants shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. (e) Parent shall take actions necessary to cause the Merger Sub to approve the Merger. (f) Major Stockholder shall, in his capacity as a stockholder of the Person making such proposal Company, vote to approve the Merger and the other transactions contemplated hereby. (g) All agreements, whether written or inquiry oral, direct or engaging in such discussion indirect, between the Company or negotiation. Nothing in this Section 1.5 its subsidiaries on the one hand and the Major Stockholder or his affiliates on the other hand shall be a limitation on terminated without liability to the Company or such subsidiary, at or prior to the Effective Time. At or prior to the Closing, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall have purchased the Company's interest in the split dollar life insurance arrangement insuring his life in exchange for the value of such interest as reflected in the accounts of the Company. (h) At or prior to the Closing, the Major Stockholder shall repay all indebtedness owing to the Company or any of its subsidiaries, including any outstanding principal and interest, for borrowed money, advances or other amounts paid to such Major Stockholder or Representative thereof serving their affiliates. (i) Prior to the Effective Time, the Committee under the Company's Omnibus Stock Plan shall take all actions required under such Omnibus Stock Plan to provide for the cancellation and surrender or the conversion and continuance, as a the case may be, of all outstanding Company Stock Options in accordance with Article II of this Agreement. (j) The Major Stockholder and the Company shall use their respective best efforts to cause all indebtedness owing to the Company or any of its subsidiaries by any stockholder, director or officer of the Company or any Subsidiary or by any of their respective affiliates, to be repaid at or prior to the Closing except as an officer otherwise provided in the Employment Agreements set forth in Exhibit H. (k) All of the Company acting at the direction of the Board of Directors of agreements listed or described on Exhibit J to this Agreement shall be terminated without liability to the Company and in or such capacity taking any action on behalf of subsidiary, at or prior to the Company that the Company is permitted to take under the Merger AgreementEffective Time.

Additional Covenants. From and after (a) Notwithstanding any other provision of this Agreement to the date hereof and continuing until the termination of contrary (but excluding actions specifically contemplated by this Agreement, each Stockholder shall notthe Investment Agreement and the agreements contemplated thereby), nor shall it and in addition to the rights granted to the holders of LLC Shares pursuant to this Agreement and any other voting rights granted by law to the holders of the LLC Shares, without the consent of Universal and Liberty, to the extent such party is affected by the matter (which consent, in the case of clauses (ii) through (iv) below, will not be unreasonably withheld), HSN will not (and will not cause or permit or authorize any of its officers, directors, employees, agents subsidiaries to) cause or representatives (collectively, permit the "Representatives") to, (i) solicit LLC or initiateany of its subsidiaries to take any action that would, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect could reasonably be expected to, or take any other action fail to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which failure would or could reasonably be expected to: (i) make the ownership by any representation or warranty holder of the Stockholder LLC Shares or any other material assets of such holder unlawful or result in this Agreement untrue a violation of any law, rule, regulation, order or incorrect decree (including the FCC Regulations) or preventimpose material additional restrictions or limitations on such holder's full rights of ownership of the LLC Shares or the ownership of its other material assets or the operation of its businesses (provided that for purposes of the foregoing with respect to the Liberty Group, burden to the extent that a condition, restriction or materially delay limitation upon HSN or LLC or their respective subsidiaries relates to or is based upon or would arise as a result of, any action or the consummation of a transaction by the transactions contemplated Liberty Group, such condition, restriction or limitation shall be deemed to be such a condition, restriction or limitation on such Group (regardless of whether it is a party to or otherwise would be legally obligated thereby) to the extent that the taking of an action or the consummation of a transaction by this Agreement. Upon execution of this Agreementthe Liberty Group would result in the entities known as the BDTV Entities, each Stockholder shallHSN, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence their respective subsidiaries being in breach or violation of any proposallaw, discussionrule, negotiation regulation, order or inquiry received by decree or otherwise causing such Stockholder rule, regulation, order or decree to terminate or expire or would otherwise result in the Liberty Group's ownership of LLC Shares or any other material assets being illegal or in violation of any law, rule, regulation, order or decree); (ii) cause the Exchange (but only with respect to an Alternative ProposalExchange by merger as described in Section 2.1(a)(iii)) of LLC Shares for shares of HSN Stock and/or Redeemable Capital Stock or Redemption Securities to be a taxable transaction to the holder thereof (to the extent not otherwise taxable) or from and after the time, if any, at which a merger can no longer be effected as a tax-free transaction (to the extent not otherwise taxable), cause an Exchange under Section 2.1(a)(iii)(B) to be a taxable transaction to the holder thereof (to the extent not otherwise taxable); (iii) result in LLC being unable to pay its debts as they become due or becoming insolvent; or (iv) otherwise restrict, impair, limit or otherwise adversely affect the right or ability of a holder of LLC Shares at any time to exercise an Exchange under this Agreement (but excluding repurchases of shares of HSN equity securities). provided, however, that with respect to clause (ii) hereof, if (x) such Exchange is taxable to a holder of LLC Shares as a result of (1) any action or failure to act by such holder (other than as required by the Investment Agreement, the Stockholders Agreement or this Agreement), (2) the laws and each Stockholder will promptly communicate regulations in effect at the Closing Date or (3) any difference in the tax position of a member of the Universal Group or the Liberty Group relative to Grifols the tax position of Universal or Liberty, respectively, or (y) in the case of a Sale Transaction, HSN and any other party to such transaction have complied with the applicable terms of Section 2.4 regarding tax matters, then compliance with the covenants set forth in such clause (ii) shall be deemed waived by such holder of LLC Shares and provided, further, that with respect to the covenants set forth in clause (i) hereof, such covenants shall not apply to any such consequence that would be suffered or otherwise incurred by a holder of LLC Shares, solely as a result of such holder being subject to additional or different regulatory restrictions and limitations than those applicable to Liberty or Universal, as the case may be. (b) If, other than in connection with a Sale Transaction, a mandatory Exchange which is effected by a merger pursuant to Section 2.1(a)(iii) is taxable to the applicable member of the Liberty Group as a result of any action taken by HSN (but not due to an action or unreasonable inaction by the Liberty Group, or any action of HSN contemplated by the Investment Agreement and the agreements contemplated thereby) after the Closing Date, HSN acknowledges and agrees that it shall be obligated to provide to such holder upon such Exchange, a number of additional shares of HSN Common Stock sufficient on an after-tax basis to pay any such resulting tax; provided, however, that HSN shall have no obligation under this paragraph (b) to the extent such Exchange is taxable to a holder solely as a result of any difference in the tax position of such holder relative to the tax position of Liberty. (c) HSN shall not become a party and shall not permit any of its subsidiaries to become a party to any transaction with respect to the foregoing unless the terms of any the agreements relating to such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity transaction include obligations of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in applicable parties consistent with this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement7.6.

Additional Covenants. From 10.1 The Operator hereby: (a) agrees that it shall not sell, shall have no interest in and after shall not permit the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiatecreation of, or encourage, directly or indirectlysuffer to exist, any inquiries regarding security interest, lien, encumbrance, charge or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making claim of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; nature (iiiother than Permitted Liens) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder Products; (b) (i) confirms that it will promptly notify Grifols of post at the existence of any proposal, discussion, negotiation or inquiry received by Terminal such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving reasonable placards as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company requests stating that the Company is permitted the owner of specific Products held at the Terminal and (ii) agrees that it will take all actions necessary to take maintain such placards in place for the Term; (c) acknowledges and agrees that the Company may file a UCC-1 statement with respect to the Products stored or throughput at the Terminal, and the Operator shall cooperate with the Company in executing such financing statements as the Company deems necessary or appropriate; (d) agrees that, subject to Article 9, no loss allowances shall be applied to the Products stored or throughput at the Terminal; (e) agrees to permit the Company’s personnel to have rights of access to and egress from the Terminal by crossing over, around and about the Terminal for any purpose related to this Agreement, including but not limited to enforcing its rights and interests under this Agreement; provided that (i) the Merger Company’s personnel shall follow routes and paths designated by the Operator or security personnel employed by the Operator, (ii) the Company’s personnel shall observe all security, fire and safety regulations while, in around or about the Terminal, and (iii) the Company shall be liable for any damage directly caused by the negligence or other tortious conduct of such personnel; (f) agrees to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Terminal; (g) agrees that, in the event of any Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of the Terminal, the Operator shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Operator deems appropriate or necessary and shall notify or arrange to notify the Company immediately of any such spill, leak or discharge and of any such operations; and (h) represents and confirms that all representations and warranties of the Operator contained herein shall be true and correct on and as of the Commencement Date. 10.2 The Company hereby agrees: (a) to replace or repair, at its own expense, any part of the Terminal which may be destroyed or damaged through any negligent or tortious act or omission of the Company, its agents or employees or any Supplier’s Inspector; and (b) to not make any alteration, additions or improvements to the Terminal or remove any part thereof, without the prior written consent of the Operator, such consent to be at the Operator’s sole discretion. 10.3 Each Party hereby agrees that: (a) it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Law. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon reasonable request. Each Party also shall immediately notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Products stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Products; and (b) all records or documents provided by any Party to any of the other Parties shall, to the best knowledge of such Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to any of the other Parties no longer are accurate or complete.

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Principal Stockholder shall agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officershis or her Affiliates, directorsprior to the Effective Time to sell, employeesassign, agents transfer or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission otherwise dispose of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data create an Encumbrance with respect to, or take any other action permit to knowingly facilitate the making of any proposal that constitutesbe sold, assigned, transferred or may reasonably, be expected to lead tootherwise disposed of, any Alternative ProposalCitizens Common Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Citizens Common Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii) with the prior written consent of MSTI (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or as MSTI may otherwise agree in writing; (ivb) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallnot, and shall cause will not permit any of his or her Affiliates, directly or indirectly (including through its Representatives toRepresentatives), immediately cease to initiate, solicit or encourage any existing activitiesdiscussions, discussions inquiries or negotiations proposals with any parties conducted heretofore third party relating to an Acquisition Transaction, or provide any such person with respect to information or assistance or negotiate with any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder person with respect to an Alternative Proposal, and each Stockholder will promptly communicate Acquisition Transaction or agree to Grifols or otherwise assist in the terms effectuation of any such proposal, discussion, negotiation Acquisition Transaction; (c) not vote or inquiry which it may receive (and will promptly provide to Grifols copies of execute any written materials received by it consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement or any of the other Contemplated Transactions; (d) at MSTI’s request, use his or her best efforts to cause any necessary meeting of Citizens’ stockholders to be duly called and held, or any necessary consent of stockholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the other Contemplated Transactions; (e) cause any of his or her Affiliates to cooperate fully with MSTI in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (f) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From Commencing on the Forbearance Effective Date, and after the date hereof and continuing until the termination thereafter, so long as any principal of this Agreementor interest on any Loan, each Stockholder any fee or any other Obligation (whether or not due) shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelyremain unpaid, the Borrower and each other Company agree as follows: (a) The Companies shall diligently, speedily and expeditiously pursue in good faith and on a commercially reasonable efforts basis a refinancing or repayment in full in cash of the Obligations to be consummated on or prior to the last day of the Forbearance Period (the "RepresentativesRefinancing") ). The Companies shall, and shall direct their advisors to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or keep the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate Agents and the making Lenders apprised of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement all significant developments with respect to any Alternative Proposal or approve or resolve such process. (b) The Companies shall diligently, speedily and expeditiously pursue in good faith and on a commercially reasonable efforts basis a restructuring plan for their business and a plan to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of repay the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay Obligations under the consummation of the transactions contemplated by this Agreement. Upon execution of this Credit Agreement, each Stockholder which may include, without limitation, an equity investment from an Affiliate or third party, a refinancing, an orderly divestment of assets, or other measures (the "Restructuring Plan"). (c) The Companies shall, and shall cause its Representatives their advisors to, immediately cease any existing activitiescooperate in good faith with all advisors retained by the Lenders and the holders of the Convertible Senior Secured Notes in order to enable such advisors to (i) evaluate the Companies' financial condition, discussions or negotiations with any parties conducted heretofore business, operations and prospects and (ii) to evaluate the Restructuring Plan. The Companies shall, and shall direct their advisors to, keep the Agents and the Lenders apprised of all significant developments with respect to the Restructuring Plan. (d) The Companies agree that, in accordance with Section 5.01(l) of the Credit Agreement, promptly from time to time, the Companies shall furnish such other information concerning the Refinancing or the Restructuring Plan as the Administrative Agent or any Lender, acting pursuant to such Section 5.01(l), may reasonably request. (e) Notwithstanding anything to the contrary contained in Section 2.10 of the Credit Agreement, if any Company, Holdings or any of their respective Subsidiaries (a “Recipient”) shall be entitled to receive the Net Cash Proceeds of any of the foregoing. Each Stockholder will promptly notify Grifols following transactions, in each case solely with respect to Auction Rate Securities owned by a Company: (i) any ARS Conversion, (ii) any other disposition of Auction Rate Securities or (iii) any Debt Issuance for which Auction Rate Securities are pledged as collateral (an “ARS Margin Loan” and together with any transaction described in subclause (i) or (ii), each an “ARS Transaction” and collectively the existence “ARS Transactions”), then the Borrower shall cause 100% of any proposalall such Net Cash Proceeds to be paid by such Recipient directly to the Administrative Agent, discussion, negotiation or inquiry immediately at such time that such Net Cash Proceeds are received by such Stockholder Recipient (provided that the Borrower will use commercially reasonable efforts to cause such Net Cash Proceeds to be paid by the payor directly to the Administrative Agent), which payment shall be applied as a prepayments of the Obligations in accordance with Section 2.10(h) and (i) of the Credit Agreement. Notwithstanding Section 6.01, 6.02 or 6.06 of the Credit Agreement, no ARS Transaction shall be entered into by any Company, Holdings or any of their respective Subsidiaries except where (A) 100% of the consideration payable to such party (in the case of an ARS Conversion or a disposition of Auction Rate Securities) or the proceeds to be received by such party (in the case of an ARS Margin Loan) is payable in cash, (B) such consideration (in the case of an ARS Conversion or a disposition of Auction Rate Securities) represents fair value to such party and (C) in the case of an ARS Margin Loan, such loan is extended on fair terms to such party. Without limiting the generality of the preceding subclauses (B) and (C), none of the Companies, Holdings or any Subsidiary shall enter into any ARS Transaction unless either (x) the consideration payable to such party (in the case of an ARS Conversion or a disposition of Auction Rate Securities) or the proceeds to be received by such party (in the case of an ARS Margin Loan) is equal to at least 60% of the par value of the applicable Auction Rate Securities or (y) upon the closing of such ARS Transaction, the Obligations shall be Paid in Full. The Required Lenders agree to review and respond within two Business Days to any request from the Borrower for a waiver that would permit an ARS Transaction not otherwise permitted under this clause (e) (it being understood that no waiver shall be effective unless signed in writing by the Required Lenders). Subject to the terms set forth in this clause (e), the Required Lenders hereby consent to the incurrence by the Borrower of any ARS Margin Loan. (f) Notwithstanding anything to the contrary contained in Section 2.10 of the Credit Agreement, if any Recipient shall be entitled to receive the Net Cash Proceeds of any Asset Sale (solely with respect to an Alternative Proposalassets of a Company), and each Stockholder will promptly communicate to Grifols the terms Debt Issuance or Equity Issuance in respect of any equity interest in a Company (or that is otherwise payable to a Company) and as a result thereof, if such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials proceeds were received by it any Company, such proceeds would be required to be applied as a prepayment of the Obligations pursuant to Section 2.10 of the Credit Agreement, then the Borrower shall cause 100% of all such Net Cash Proceeds to be paid directly by such Recipient to the Administrative Agent, immediately at such time that such Net Cash Proceeds are received by such Recipient (provided that the Borrower will use commercially reasonable efforts to cause such Net Cash Proceeds to be paid by the payor directly to the Administrative Agent), which payment shall be applied as a prepayments of the Obligations in connection accordance with such proposal, discussion, negotiation or inquirySection 2.10(h) and the identity (i) of the Person making such proposal or inquiry or engaging in such discussion or negotiationCredit Agreement. Nothing Any breach of the obligations set forth in this Section 1.5 8 shall be constitute a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementTermination Event.

Additional Covenants. From and after the date hereof and continuing until the termination of Except as otherwise contemplated by this Agreement, Commercial covenants and agrees: (a) That it will promptly advise Wesbanco in writing of the name and address of, and the number of shares of Commercial stock held by, each Stockholder shall stockholder who elects to exercise his or her right to dissent to the Merger pursuant to West Virginia Code Annot. Sections 31-1-122 and 123; (b) Subsequent to the date of this Agreement and prior to the Effective Date, that it will operate its business only in the ordinary course and in a manner consistent with past practice; (c) To the extent consistent with the fiduciary duties of the Board of Directors to Commercial and its shareholders and in compliance with applicable law, that it will use its best efforts to take or cause to be taken all action required under this Agreement on its part to be taken as promptly as practicable so as to permit the consummation of the Merger at the earliest possible date and to cooperate fully with the other parties to that end; (d) Commercial will not, nor shall it and will not permit any person acting on behalf of Commercial or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") Subsidiaries to, (i) solicit or initiate, or encourage, directly or indirectly, initiate or solicit any inquiries regarding acquisition proposal by any person, corporation or entity. For the submission purposes of this subsection, "acquisition proposal" means any proposal to merge or consolidate with, or acquire all or any substantial portion of the assets of, any Alternative Proposal; (ii) participate in any discussions Commercial or negotiations regardingits Subsidiaries, or furnish any tender or exchange offer (or proposal to make any tender or exchange offer) for any shares of stock of Commercial, or any proposal to acquire more than 10% of the outstanding shares of stock of Commercial or any options, warrants or rights to acquire, or securities convertible into or exchangeable for, more than 10% of the outstanding shares of stock of Commercial. Commercial will give Wesbanco notice by telephone, promptly after receipt thereof, of all material facts relating to any Person acquisition proposal or any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement inquiry with respect to any Alternative Proposal or approve or resolve acquisition proposal and shall confirm such notice in writing immediately thereafter; (e) To deliver to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty Wesbanco all Forms filed with the SEC for periods ending after the date of the Stockholder in this Agreement untrue within seven (7) days after the filing of each such report with the SEC; (f) To promptly advise Wesbanco of any material adverse change in the financial condition, assets, businesses or incorrect operations of Commercial or preventits Subsidiaries, burden taken as a whole, or materially delay the consummation of the transactions contemplated by any material changes or inaccuracies in data provided to Wesbanco pursuant to this Agreement. Upon execution of this Agreement; (g) To maintain in full force and effect its and its Subsidiaries' present fire, each Stockholder shallcasualty, public liability, employee fidelity and shall cause its Representatives to, immediately cease any existing activities, discussions other insurance coverages or negotiations with any parties conducted heretofore with respect to any of replacement insurance coverage at substantially the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, same premium and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.insurance levels;

Additional Covenants. From (a) Commencing with the Amendment No. 1 Effective Date, the Required Lenders shall have the right to appoint an independent representative (the “Board Observer”) with expertise in the U.S. alarm monitoring industry, designated by the Required Lenders in their sole discretion (and after consented to by the date hereof and continuing until the termination Borrower (such consent not to be unreasonably withheld, conditioned or delayed)), which Board Observer shall not be (x) a former officer or director of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents the Loan Parties or representatives (collectively, y) an employee of a Lender or the "Representatives") to, Administrative Agent. The Board Observer shall: (i) solicit receive notice of all meetings (both regular and special) of the board of directors of the Borrower (the “Board”), and each committee of the Board (such notice to be delivered or initiatemailed to the Board Observer pursuant to written instructions delivered to the Borrower from time to time by the Required Lenders), or encourage, directly or indirectly, any inquiries regarding or at the submission of, any Alternative Proposalsame time as notice is given to the members of the Board and/or committee); (ii) participate be entitled to attend all such meetings (telephonically or in any discussions or negotiations regardingperson, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate at the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative ProposalBoard Observer’s discretion); (iii) enter receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of the Board and/or committee at the same time and in the same manner as the same is furnished (or made available) to such members; and (iv) be entitled to participate in all discussions conducted at such meetings; provided that the Board Observer shall have entered into a customary confidentiality agreement with the Borrower (which confidentiality agreement shall permit disclosure of any agreement information received by the Board Observer to any Lender so long as such Lender complies with the provisions of Section 10.07 hereof with respect to any Alternative Proposal such information). For the avoidance of doubt, all Lenders and all lenders under the Exit Facilities Agreement shall have access to the Board Observer and any information provided to the Board Observer as may be agreed between each such Lender (or approve or resolve lender under the Exit Facilities Agreement) and the Board Observer, subject to approve any Alternative Proposal; or (iv) take the proviso in the immediately preceding sentence and the last sentence of this Section 6.23(a). If any action is proposed to be taken by the Board and/or committee thereof by written consent in lieu of a meeting, the Board shall provide written notice thereof to the Board Observer, which would make notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any representation or warranty member of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay Board and/or committee receives the consummation same. The Borrower shall provide the Board Observer with a copy of each such written consent not later than five (5) Business Days after it has been signed by a sufficient number of signatories to make it effective. The Board Observer shall not constitute a member of the transactions contemplated by Board or any committee thereof as a result of the exercise of its rights pursuant to this AgreementSection 6.23(a) and the Board Observer shall not be entitled to vote on any matters presented at meetings of the Board and/or committee or to consent to any matter as to which the consent of the Board and/or committee shall have been requested. Upon execution of this Agreement, each Stockholder shallThe Borrower shall pay the Board Observer reasonable fees for services rendered (as reasonably acceptable to the Borrower and the Required Lenders), and shall cause reimburse the Board Observer for all reasonable out-of-pocket expenses incurred in connection with attending such meetings and/or exercising any rights under this Section 6.23(a). Notwithstanding anything to the contrary herein, the Board and/or committee, as applicable, may exclude the Board Observer from meetings or portions of meetings of the Board and/or committee or omit to provide the Board Observer with copies of written materials provided to the members of the Board and/or committee in connection with such meetings or copies of minutes of such meetings, if and only to the extent that the members of the Board and/or committee reasonably believe in good faith that such exclusion or omission is necessary in order to (i) avoid a conflict of interest in connection with the financing arrangements of the Loan Parties under the Loan Documents, including, without limitation, any discussion of contractual disagreements relating to the Loan Documents, or any discussions relating to strategy, negotiating positions or similar matters relating to the Loan Documents or a refinancing or replacement of the Obligations, (ii) fulfill the contractual obligations of any Loan Party or any of their respective Subsidiaries with respect to confidential or proprietary information of third parties, or (iii) protect the attorney-client privilege (including protecting any attorney work product) or if counsel to the Borrower or any other Loan Party advises that excluding the Board Observer from any such meeting or portion of a meeting or from receiving any written materials or minutes is reasonably necessary to protect any applicable attorney-client privilege; provided that, for the avoidance of doubt, in all cases the Borrower shall still be required to notify the Board Observer of all meetings under clause (i) of the first sentence of this Section 6.23(a) above regardless of whether the Board Observer is excluded from such meeting or portion of such meeting and provide the Board Observer (together with such notice) the criteria pursuant to which the Board Observer is being excluded from such meeting. In addition, the Borrower agrees that if practicable it shall provide at least two (2) Business Days’ prior notice (and if not practicable, as much prior notice as is practicable) to the Board Observer before disclosing to the Board Observer any material non-public information with respect to the Borrower and its Representatives toSubsidiaries, immediately cease whether such disclosure is contained in any existing activities, discussions written materials that would otherwise be provided to the Board Observer or negotiations would occur as a result of attendance at any meeting of the Board and/or any committee thereof. The Board Observer shall be subject to a confidentiality agreement with terms reasonably acceptable to the Board Observer and the Borrower (which confidentiality agreement shall permit disclosure of any parties conducted heretofore information received by the Board Observer to any Lender so long as such Lender complies with the provisions of Section 10.07 hereof with respect to any such information). (b) The Borrower covenants that commencing on the Amendment No. 1 Effective Date, it shall provide access to a portion of the foregoing. Each Stockholder will promptly notify Grifols Platform (the “Private-Side Data Room”) to Lenders that are not Public Lenders (“Private-Side Lenders”) which shall include, without limitation, any information regarding the business, financial, legal or corporate affairs of any Loan Party or Subsidiary thereof as may be reasonably requested by the Required Lenders, including key performance indicators and reporting in form and scope reasonably requested by the Required Lenders. (c) On or prior to the twentieth (20th) Business Day of each fiscal quarter (or the first Business Day thereafter), the Borrower shall conduct a telephone conference with management of the existence Borrower, the Lender Group Advisors and Private-Side Lenders to discuss summary operating performance of the Loan Parties, business strategy of the Loan Parties and any proposal, discussion, negotiation or inquiry received by such Stockholder with respect information posted to an Alternative Proposalthe Private-Side Data Room, and shall permit questions from the Lender Group Advisors and Private Side Lenders and provide answers thereto. (d) In the event that the Borrower ceases to hold public investor conference calls in which Public Lenders may participate, on or prior to (i) the sixtieth (60th) day after the end of each Stockholder will promptly communicate to Grifols of the terms first three fiscal quarters of any such proposal, discussion, negotiation each fiscal year of the Borrower (or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquirythe first Business Day thereafter) and (ii) the identity seventy-fifth (75th) day after the end of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director fourth fiscal quarter of each fiscal year of the Company Borrower (or as an officer the first Business Day thereafter), the Borrower shall conduct a telephone conference with management of the Company acting at Borrower, Public Lenders and any Private Lenders who choose to attend such conference call, during which conference call the direction Borrower shall discuss year-to-date financial conditions and results of operations for such fiscal quarter or year of the Board of Directors of Loan Parties, and shall permit questions from the Company Lenders and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementprovide answers thereto.”

Additional Covenants. From 8.1 The Company covenants with the Agents as follows: (a) prior to the completion of the Amalgamation and the Acquisition, the Company will allow the Agents to conduct all due diligence investigations and examinations which the Agents may require in order to satisfy themselves with respect thereto; and (b) from and after the date hereof and continuing until the termination later of completion of the distribution of the Underlying Shares and the completion of the Amalgamation and the Acquisition, the Company will promptly notify the Agents (which notification will be confirmed in writing if reasonably requested) of any material change or any change in a material fact, in either case whether actual, anticipated, contemplated or threatened, or any event or development involving a prospective material change, in any or all of the business, affairs, ownership, management, operations, assets (including information or data relating to the estimated or book value of assets), liabilities (contingent or otherwise), financial condition, capital, prospects or viability of the Company and its Material Subsidiaries, taken as a whole (taking into account the fact that the Company intends to complete the Amalgamation and the Acquisition) or of any change which is of such a nature as to result in, or which could result in, a misrepresentation in the Offering Memorandum. The Company will promptly, and in any event within any applicable time limitation, comply with all filing and other requirements under the Securities Laws applicable to the Company as a result of any such change, event or development, provided that the Company shall not file or distribute any amendment to the Offering Memorandum without first obtaining from the Agents their approval as to the form and content thereof, such approval not to be unreasonably withheld. In addition to the foregoing, the Company will in good faith discuss with the Agents any event or change in circumstances which is of such a nature that there is or ought to be consideration given by the Company as to whether notice of such event or change need be given to the Agents pursuant to this Agreementsubparagraph. 8.2 The Company covenants with the Agents and the Purchasers as follows: (a) the Company will apply for, each Stockholder and will use its reasonable best efforts to obtain, conditional approval of the listing of the common shares of Amalgamated IUC on The Toronto Stock Exchange; (b) from and after the date hereof until the completion of the distribution of the Underlying Shares, the Company will not, and will not permit any of the Material Subsidiaries to, agree to any material supplement or amendment to the Amalgamation Agreement or the Acquisition Agreement that results in or could (c) to the extent that the funds deposited with and held in escrow by the Warrant Agent pursuant to paragraph 6.2 hereof are not sufficient to enable the Warrant Agent to make any required payment to the holders of Special Warrants upon the automatic retraction of such Special Warrants, the Company will, within one business day of receipt of notice from the Warrant Agent specifying such deficiency, provide the Warrant Agent with sufficient funds to enable the Warrant Agent to make such payment in full; (d) the Company will apply the proceeds from the sale of the Special Warrants substantially in the manner set forth in the Offering Memorandum in connection with the closing of the Acquisition, and as to the balance of such proceeds, the Offering Memorandum provides an accurate statement of management's current intention (it being acknowledged that such intention may change depending on a number of factors that may affect the Company's business including, without limitation, the price of uranium); and (e) from the date hereof until six months after the Closing Date, the Company shall not, nor shall it permit or authorize any without the prior written consent of its officers, directors, employees, agents or representatives the Agents (collectively, the "Representatives") to, (i) solicit or initiate, or encouragesuch consent not to be unreasonably withheld), directly or indirectly, allot, issue, offer, sell or grant any inquiries regarding option or the submission ofother right to purchase, or agree, become bound or announce any intention to allot, issue, offer, sell or grant any option or other right to purchase, any Alternative Proposal; Common Shares (iior any financial instruments or other securities convertible into or exchangeable or exercisable for Common Shares) participate other than as contemplated hereby or in any discussions connection with the Company's director, officer, employee and consultant stock option plans or negotiations regardingin connection with existing agreements regarding interests in mineral properties. For greater certainty, or furnish each of the foregoing covenants shall apply to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement Amalgamated IUC and with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty the common shares of Amalgamated IUC after the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementAmalgamation Date.

Additional Covenants. From a. It shall be a breach of ethical standards for a person to be retained, or to retain a person, to solicit or secure a state contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies maintained by the contractor for the purpose of securing business. ▇▇▇▇▇▇▇▇ Communications hereby covenants and after the date hereof and continuing until the termination of agrees that no person shall: (i) be excluded from participation in, or be denied benefits of, this Agreement, each Stockholder shall notor (ii) be excluded from employment, nor shall it permit or authorize denied any of its officersthe benefits of employment or otherwise be subjected to discrimination on the grounds of handicap or disability, directorsage, employeesrace, agents color, religion, sex, national origin or representatives (collectivelyancestry, the "Representatives") or any other classification protected by federal, Arkansas state constitutional, or statutory law. ▇▇▇▇▇▇▇▇ Communications agrees to, upon request, show proof of such nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. ▇. ▇▇▇▇▇▇▇▇ Communications further agrees to maintain documentation for all charges against OAL under this Agreement or any modifications or amendments thereto. The books, documents, papers, accounting records, and other evidence pertaining to products and/or services to be provided or performed or money received under this Agreement: (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or shall be maintained for a period of five (5) full years from the submission of, any Alternative Proposaldate of the final payment; and (ii) participate shall be subject to audit or inspection at any reasonable time and upon reasonable notice by the Lottery or its duly appointed representatives. ▇▇▇▇▇▇▇▇ Communications agrees to make such materials available at its offices, and copies thereof shall be furnished to OAL or its duly appointed representative by ▇▇▇▇▇▇▇▇ Communications, at no cost to OAL or its duly appointed representative, if requested by OAL or its duly appointed representative. Such records shall be maintained in accordance with any discussions applicable provisions of generally accepted accounting principles (or negotiations regardingother applicable accounting principles or policies) and any other applicable procedures established by OAL from time to time. ▇. ▇▇▇▇▇▇▇▇ Communications and OAL shall be bound to confidentiality of any information that its employees may become aware of during the course of performance of contracted services. Consistent and/or uncorrected breaches of confidentiality may constitute grounds for cancellation of the Contract. ▇. ▇▇▇▇▇▇▇▇ Communications represents and warrants that its performance under the Contract will not knowingly infringe any patent, copyright, trademark, service ▇▇▇▇, or furnish to any Person any information or data with respect to, or take other intellectual property rights of any other action to knowingly facilitate person or entity and that it will not constitute the making unauthorized use or disclosure of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence trade secret of any proposal, discussion, negotiation other person or inquiry received by such Stockholder with respect to an Alternative Proposal, entity. e. The parties further agree that any and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry all disputes which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in arise from this Section 1.5 Contract shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company governed and in such capacity taking any action on behalf of the Company that the Company is permitted to take resolved under the Merger AgreementOAL Rules for Claims in Contracts or Torts.

Additional Covenants. From (a) To the extent permissible under Applicable Law, each Party shall ensure that its Affiliates and after its and their employees performing activities under this Agreement shall be under an obligation to assign all right, title and interest in and to their Inventions, whether or not patentable, and intellectual property rights therein, to such Party or its Affiliate(s) as the date hereof sole owner thereof. Neither Party shall have any obligation to contribute to any remuneration of any inventor employed or previously employed by the other Party or any of its Affiliates in respect of any such Inventions, Information and continuing until the termination discoveries and intellectual property rights therein that are so assigned to such other Party or its Affiliate(s). Each Party will pay all such remuneration, if any, due to inventors performing activities under this Agreement on behalf of such Party or its Affiliates with respect to such Inventions and other Know-How and intellectual property rights therein. (b) In performing its obligations under this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder Party shall, and shall cause its Representatives toAffiliates and Sublicensees to comply with: (i) all Applicable Laws, immediately cease including any existing activitiesapplicable anti-corruption or anti-bribery laws or regulation, discussions of any Governmental Authority with jurisdiction over the activities performed by such Party or negotiations with its Affiliates or sublicensees in furtherance of such obligations; and (ii) the Pharmaceutical Research and Manufacturers of America (PhRMA) guidelines in the U.S., European Federation of Pharmaceutical Industries and Associations’ Code of Practice, and International Federation of Pharmaceutical Manufacturers & Associations’ Code of Practice. (c) Each Party shall not, and shall ensure that its Affiliates and Sublicensees shall not, without the prior written consent of Licensor, solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any parties conducted heretofore with respect to employee of the other Party or any of its Affiliates who has been as of, or becomes after the foregoing. Effective Date, involved in the discussion leading to this Agreement, or the Development, Manufacture, or Commercialization of the Licensed Molecule or Licensed Products to terminate such employee’s relationship with such other Party or its Affiliates. (d) Each Stockholder will Party shall notify the other Party promptly after becoming aware of any Person’s actual or threatened infringement or misappropriation of any Joint Patents. (e) Each Party shall promptly notify Grifols the other Party upon becoming aware of any suit, litigation, or written claim in the Territory brought or threatened by any Person alleging that the Development, Manufacture, or Commercialization of the existence of any proposal, discussion, negotiation or inquiry received Licensed Products infringes a Patent owned by such Stockholder Person and shall cause its Affiliates and Sublicensees, as applicable, to provide notice to such Party to enable such Party to provide notice to the other Party in accordance with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement9.4(e).

Additional Covenants. From and after (a) The Company will make, in a timely manner, all filings required by applicable regulatory agencies (whether state or federal), exchanges, markets or other bodies, at the date hereof and continuing until the termination of this AgreementCompany's expense, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data connection with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement and the Related Recapitalization Documents. (b) As soon as practicable after the Effective Date, the Company will use its best efforts to obtain all necessary consents and, if applicable, shareholder votes from its shareholders to implement the transactions contemplated by this Agreement and the Related Recapitalization Documents. (c) The Company shall not hire, engage, retain or agree to hire, engage or retain any Personnel, except with Investor's express prior written approval, on a case by case basis; (d) The Company shall not enter into, increase, expand, extend, renew or reinstate any severance, retention, separation, change of control or similar agreement with any Personnel, or agree, promise, commit or undertake to do so, without the prior written approval of Investor; (e) The Company shall make no expenditures in excess of $10,000 in aggregate other than in accordance with a budget pre-approved by Investor; (f) The Company shall report the Company's cash position and all expenditures and commitments for expenditures to Investor on a bi-weekly basis; (g) The Company shall not deviate, during the period covered by such budget, more than $10,000 in aggregate from the budget included in the Schedule of Exceptions in connection with the Subsequent Bridge Note, nor take any action or make any promise, undertaking or commitment that would result in the Company incurring or accumulating payables and/or other financial obligations of any kind, whether current or deferred, direct or indirect, for purposes other than as set forth in budgets expressly agreed to by Investor, and/or in any amounts in excess of the amounts set forth in such agreed budgets, which equal or exceed $10,000 in aggregate, and which have not been approved in writing in advance by Investor; (h) The Company shall not purchase, lease, hire, rent or otherwise acquire directly or indirectly any rights in or to any asset or facility outside of the ordinary course of business in an amount in excess of $10,000, in aggregate, or agree, promise or commit to do so, except in accordance with the Company's budget that has been approved by the Company's board of directors and the Investor; (i) The Company shall comply in all respects with all covenants listed in Section 10 of the Notes. The covenants listed in Section 10 of the Notes are hereby incorporated by reference into this Section 4.6 of this Agreement; (j) The Company shall comply in all respects with all covenants listed in Section 3 of the Initial Bridge Warrants. Upon execution The covenants listed in Section 3 of the Initial Bridge Warrants are incorporated by reference into this Section 4.6 of this Agreement; (k) The Company shall use its best efforts to obtain, within 30 days of the Effective Date, the written agreement, in a form acceptable to Investor, of each of those stockholders of the Company listed on Schedule 4.6 hereto (the "KEY STOCKHOLDERS") to vote in favor of the approval of this Agreement, each Stockholder the Related Recapitalization Documents and all transactions contemplated hereunder and thereunder, including, without limitation, the approval of an amendment to the Company's Charter in order to authorize sufficient capital stock to permit the Anticipated Equity Financing. Such written agreement of the Key Stockholders shall, and without limitation, include a provision whereby each Key Stockholder agrees that it will not take any action in opposition to the transactions contemplated hereby or attempt to frustrate the purposes hereof; and (l) The Company shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations comply in all respects with any parties conducted heretofore with respect to any all covenants listed in Section 3 of the foregoingSubsequent Bridge Warrant. Each Stockholder will promptly notify Grifols The covenants listed in Section 3 of the existence of any proposal, discussion, negotiation or inquiry received Subsequent Bridge Warrant are incorporated by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in reference into this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director 4.6 of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger this Agreement.

Additional Covenants. From The Seller hereby covenants and after agrees that it shall cause to be delivered to the date hereof Administrator on or before May 9, 2007, in form and continuing until substance reasonably satisfactory to the termination Administrator, each of the following: (a) Completed UCC search reports, dated on or shortly before May 9, 2007, listing the financing statements filed in all applicable local jurisdictions that name the Originators or the Seller as debtor, as the Administrator may request, showing no Adverse Claims on any Pool Assets. (b) Favorable opinions, covering the UCC search reports identified in Section 4(a) of this Exhibit IV, in form and substance reasonably satisfactory to the Administrator, of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Seller, CONSOL Energy, the Originators, and the Servicer. Each of the following shall be a “Termination Event”: (a) (i) the Seller, CONSOL Energy, any Originator or the Servicer (if CONSOL Energy or any of its Affiliates) shall fail to perform or observe any term, covenant or agreement under the Agreement or any other Transaction Document and, except as otherwise provided herein, such failure shall continue for thirty calendar days after knowledge or notice thereof, (ii) the Seller or the Servicer shall fail to make when due any payment or deposit to be made by it under the Agreement and such failure shall continue unremedied for one Business Day or (iii) CONSOL Energy shall resign as Servicer, and no successor Servicer reasonably satisfactory, to the Administrator shall have been appointed; (b) CONSOL Energy (or any Affiliate thereof) shall fail to transfer to any successor Servicer when required any rights pursuant to the Agreement that CONSOL Energy (or such Affiliate) then has as Servicer; (c) any representation or warranty made or deemed made by the Seller, CONSOL Energy or Originator (or any of their respective officers) under or in connection with the Agreement or any other Transaction Document, or any information or report delivered by the Seller, CONSOL Energy or Originator or the Servicer pursuant to the Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and shall remain incorrect or untrue for thirty calendar days after knowledge or notice thereof (if the warranty is of a type that is capable of being cured); (d) the Seller or the Servicer shall fail to deliver the Information Package pursuant to the Agreement, and such failure shall remain unremedied for two Business Days; (e) the Agreement or any purchase or reinvestment pursuant to the Agreement shall for any reason: (i) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and enforceable perfected undivided percentage ownership or security interest to the extent of the Purchased Interest in each Stockholder Pool Receivable, the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, or (ii) cease to create with respect to the Pool Assets, or the interest of the Administrator with respect to such Pool Assets shall notcease to be, nor a valid and enforceable first priority perfected security interest, free and clear of any Adverse Claim; (f) the Seller, CONSOL Energy, or any Originator shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller, CONSOL Energy, or any Originator seeking to adjudicate it permit a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, CONSOL Energy, or any Originator shall take any corporate or organizational action to authorize any of its officers, directors, employees, agents or representatives the actions set forth above in this paragraph; (collectively, the "Representatives"g) to, (i) solicit the (A) Default Ratio shall exceed 5.0% or initiate, (B) the Delinquency Ratio shall exceed 6.0% or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate the average for three consecutive calendar months of: (A) the Default Ratio shall exceed 3.0%, (B) the Delinquency Ratio shall exceed 5.0% or (C) the Dilution Ratio shall exceed 3.0%; (h) at any time the Days’ Sales Outstanding shall exceed 45 days; (i) a Change in Control shall occur; (j) at any discussions time (i) the sum of (A) the Capital, plus the LC Participation Amount, plus (B) the Total Reserves, exceeds (ii) the sum of (A) the Net Receivables Pool Balance at such time plus (B) the Purchasers’ Share of the amount of Collections then on deposit in the Lock-Box Accounts (other than amounts set aside therein representing Discount and fees), and such circumstance shall not have been cured within five Business Days after knowledge thereof by the Seller, CONSOL Energy, the Servicer or negotiations regardingany Originator; provided that each month upon the due date for the Information Package, such parties shall be deemed to have knowledge thereof (regardless of whether or not such parties had such knowledge or whether or not the Information Package due to be delivered on such date was delivered to the Administrator); (i) CONSOL Energy or any Originator shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $25,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt (and shall have not been waived); or (ii) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument (and shall have not been waived), if, in either case: (a) the effect of such non-payment, event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt, or furnish (b) any such Debt shall be declared to any Person any information or data with respect tobe due and payable, or take any required to be prepaid (other action to knowingly facilitate the making of any proposal that constitutesthan by a regularly scheduled required prepayment), redeemed, purchased or defeased, or may reasonablyan offer to repay, redeem, purchase or defease such Debt shall be expected required to lead tobe made, any Alternative Proposalin each case before the stated maturity thereof; or (iiil) enter into any agreement either: (i) a contribution failure shall occur with respect to any Alternative Proposal Benefit Plan sufficient to give rise to a lien under Section 302(f) of ERISA and such failure is not cured and any related lien released within 30 days, (ii) the Internal Revenue Service shall file a notice of lien asserting a claim or approve or resolve claims pursuant to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations Internal Revenue Code with any parties conducted heretofore with respect regard to any of the foregoing. Each Stockholder will promptly notify Grifols assets of (a) the Seller or (b) any Originator, CONSOL Energy or any ERISA Affiliate (other than the Seller) in an amount in excess of $250,000 and such lien shall have been filed and not released within 30 days, or (iii) the Pension Benefit Guaranty Corporation shall, or shall indicate its intention in writing to the Seller, any Originator, CONSOL Energy or any ERISA Affiliate to, either file a notice of lien asserting a claim pursuant to ERISA with regard to any assets of the existence Seller, any Originator, CONSOL Energy, or any ERISA Affiliate or terminate any Benefit Plan that has unfunded benefit liabilities, or any steps shall have been taken to terminate any Benefit Plan subject to Title IV of ERISA so as to result in any proposalmaterial liability and such lien shall have been filed and not released within 30 days. Lock-Box Bank Lock-Box Account P.O. Box PNC Bank 643391 ▇▇▇▇▇▇▇▇▇▇ ▇.▇.▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, discussion▇▇ ▇▇▇▇▇-▇▇▇▇ 532786 ▇▇▇▇▇▇▇▇▇▇ ▇.▇.▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms ▇▇ ▇▇▇▇▇-▇▇▇▇ CONSOL Energy Inc. Consol Energy Sales Company CONSOL of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be Kentucky Inc. Consol Pennsylvania Coal Company Consolidation Coal Company Island Creek Coal Company Windsor Coal Company ▇▇▇▇▇▇▇ COAL COMPANY Keystone Coal Mining Corporation Eighty-Four Mining Company CNX Marine Terminals Inc. f/a/k/a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.Consolidation Coal Sales Company

Additional Covenants. From and after the date hereof and continuing until the termination (a) The Signing Stockholder agrees not to sell, transfer, pledge, encumber or otherwise dispose of this Agreement, each Stockholder shall not, nor shall it permit any shares of Capital Stock or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourageStock Equivalents owned, directly or indirectly, by him, her or it (other than pursuant to the Merger Agreement or pursuant to laws of descent) and shall not enter into any inquiries regarding other agreement to do the foregoing without Purchaser’s prior written consent (except any agreement Purchaser reasonably requests that the Signing Stockholder execute in connection herewith). In addition, the Signing Stockholder shall not (except to the Company or otherwise pursuant to any agreement with the submission ofCompany or any of its Affiliates) grant any proxies, deposit any Alternative Proposal; shares of Capital Stock or Stock Equivalents into a voting trust or enter (b) The Signing Stockholder hereby acknowledges that he, she or it is aware of the Signing Stockholder’s rights to dissent to the Merger and request an appraisal of the fair market value of shares of Capital Stock or Stock Equivalents held directly or indirectly by the Signing Stockholder pursuant to the DGCL and that by signing the Written Consent and this Support Agreement, the Signing Stockholder irrevocably waives, his, her or its dissenters’ rights of such shares in accordance with the DGCL. (c) The Signing Stockholder agrees to pay or cause to be paid (i) to the Company immediately prior to the Closing Date the aggregate amount of any outstanding advances and any other Indebtedness owed by him, her or it to the Company and (ii) participate in any discussions all fees and expenses incurred by or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty on behalf of the Signing Stockholder in connection with the negotiation, preparation or execution of this Support Agreement, the Merger Agreement untrue or incorrect any documents or prevent, burden agreements contemplated hereby or materially delay thereby or the performance or consummation of the transactions contemplated by this Agreementhereby or thereby. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement10.

Additional Covenants. From In furtherance of the sale of the Company Shares to the Buyer hereunder by virtue of the transactions contemplated hereby and after to more effectively protect the date hereof value and continuing until goodwill of the termination of this AgreementCompany and its business being sold to Buyer (the “Business”), each Stockholder shall notManagement Shareholder hereby undertakes that neither he, nor shall it permit or authorize any of its officers, directors, employees, agents his Affiliates or representatives his family members living in the same household who are financially dependent on such Management Shareholder (collectively, the "Representatives") to, (i) solicit or initiate, or encourageand their respective Affiliates), directly or indirectly, for a period which is the later of (i) four (4) years from the Closing Date and two (2) years from termination of employment of such Management Shareholder: (a) alone or jointly with others, as owner, shareholder, partner, employee, consultant, officer or any inquiries regarding managerial capacity, whether directly or indirectly, whether in Israel or anywhere else in the submission world, carry on, set up, own, manage, control or operate, be employed, engaged or interested in a business or person, which competes, directly or indirectly with, or proposes to compete with, the Company (in this Section 7.1, the “Group”) in the Business, whether currently engaged in such field or entering it at any time during the term of this non-compete provision; (b) in any way offer, solicit or attempt to solicit, induce or attempt to induce and/or endeavor to entice away, any person with whom the Company has or had or shall have at any time until the expiration of the obligations under this Section 7.1, any contractual and/or commercial relationship as a consultant, licensor, joint venturer, supplier, customer, distributor, agent or contractor of whatsoever nature, to cease his, her or its relationship with that member of the Group; (c) in any way offer, solicit or attempt to solicit for employment or other engagement, or otherwise contract or seek to contract the services of, any Alternative Proposal; (ii) participate in individual who is employed or engaged, currently or at any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate time until the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty expiration of the Stockholder in obligations under this Agreement untrue Section 7.1, whether directly or incorrect or preventindirectly, burden or materially delay the consummation by any member of the transactions contemplated Group or induce or entice or attempt to induce or entice such individual to leave such employment or other engagement; (d) the forgoing shall not derogate from any non-compete and non-solicitation obligations undertaken by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingManagement Shareholders, their affiliates or family members and their respective affiliates. Each Stockholder will promptly notify Grifols of The restrictions in Section 7.1, taken separately and together, are not more onerous or extensive than is necessary to protect the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors value of the Company and in such capacity taking are also fair and reasonable, having regard to all the circumstances, including the amount payable for the Company Shares. In the event that a court or other competent authority holds that any action on behalf of the Company restrictions in Section 7.1 would be unenforceable unless some part of such provisions was deleted or its scope were reduced (by being limited to a specific type of business, by its duration or geographic extent being reduced or in any other way), the restriction shall have effect, and shall be deemed always to have had effect, subject to such minimum necessary alterations as are necessary to prevent it from being unenforceable. Each of the restrictions in Section 7.1 is separate and entirely independent from the others so that it shall not be rendered unenforceable if (despite the Company is permitted foregoing) all or any of the other restrictions are unenforceable. The Management Shareholders hereby acknowledge that a violation of this Section 7.1 may cause the Buyer irreparable harm which may not be adequately compensated for by money damages. Each Management Shareholder therefore agrees that in the event of any actual or threatened violation of this Section 7.1, the Buyer shall be entitled, in addition to take under other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against such Management Shareholder, its affiliates and family members (and their respective affiliates) to prevent any violations of this Section 7.1 by such Person, without the Merger Agreementnecessity of posting a bond.

Additional Covenants. (a) From and after the date hereof and continuing until Signing Date through the Closing Date (or, if earlier, the termination of this Agreement pursuant to its terms), without the prior written consent of ODIT, the ODIT Parties, the BODI I Funds, the BODI Fund I GP and each Transferor: (i) will use commercially reasonable efforts to obtain necessary waivers and consents relating to the sale, contribution or transfer, as applicable, of each Transferred Asset to ODIT hereunder, as the BODI I Funds, the BODI Fund I GP, or such Transferor, on the one hand, and ODIT, on the other hand, shall mutually determine is appropriate, it being understood and agreed, for purposes of clarification, that such reasonable efforts shall not include any requirement for any Transferor to pay any consent fee or other similar payment to any third party; (ii) will use commercially reasonably efforts to operate the Owned Real Property in the ordinary course of business with the Transferors’ past practice in all material respects; (iii) will use commercially reasonable efforts to preserve the business of the Transferors as it relates to the Owned Real Property in all material respects (including with respect to its relationships with tenants and vendors); (iv) will maintain insurance with respect to the Owned Real Property that is substantially similar in all material respects to the insurance maintained by Transferors as of the date hereof; (v) will not amend or modify any governing or organizational document of any member of the Acquired REITs and/or any of their subsidiaries (other than as contemplated by the Pre-Closing Restructuring); (vi) will not cause or permit any member of the Acquired REITs and/or any of their subsidiaries to incur, assume, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any material Indebtedness (other than Indebtedness existing as of the date hereof, including refinancings of any such existing Indebtedness, and trade accounts payable and accrued commercial liabilities incurred in the ordinary course of any Acquired REIT’s business and in a manner consistent with past practice); (vii) will not enter into any new Material Lease or terminate or materially amend or modify any existing Material Lease; (viii) will not enter into any new Material Agreement or terminate or materially amend or modify any existing Material Agreement, in each Stockholder case, which will be binding on any member of the Acquired REITs and/or any of their subsidiaries after Closing without the prior written consent of ODIT; (ix) will not issue any new equity interests in any member of any Acquired REIT and/or any of their subsidiaries or grant any option or issue any warrant to purchase or subscribe for any such equity interests (other than as contemplated by the Pre-Closing Restructuring); and (x) will not sell, transfer or otherwise dispose of any Owned Real Property or any material personal property owned by the Transferors in respect of such Owned Real Property (unless replaced by personal property of similar utility and/or value) (other than as contemplated by the Pre-Closing Restructuring) or acquire or agree to acquire any other material real property or material personal property. (b) During the Interim Period, ODIT, on behalf of each ODIT Indemnified Party, shall use commercially reasonable efforts to bind the RWI Policy as promptly as practicable following the Signing Date. BODI Fund I GP agrees to use commercially reasonable efforts to cooperate with ODIT's efforts to obtain the RWI Policy (including following the Signing Date to remove any conditional exclusions therefrom). Following the binding of the RWI Policy, ODIT (i) shall deliver a copy of such RWI Policy to the BODI Fund I GP and (ii) agrees that it will not, nor shall it permit without the BODI Fund I GP’s prior written consent, amend, terminate, cancel, modify, waive or authorize supplement, in whole or in part, the RWI Policy in a manner that would (A) allow the R&W Insurer or any other Person to subrogate or otherwise make or bring any action (other than with respect to Fraud by such Person) against any Transferor or any of its Affiliates, successors and assigns, or any of their respective officers, directors, employeesmembers, agents partners, owners, equityholders or representatives managers based upon, arising out of, or related to this Agreement or the negotiation, execution or performance of the Transactions or (collectivelyB) reasonably be likely to result in any of the foregoing having any liability (other than with respect to Fraud by such Person) in connection with this Agreement or the Transactions. For the avoidance of doubt, obtaining the RWI Policy shall not be a condition to any party’s obligations under this Agreement. (c) During the Interim Period, the "Representatives") toSelling Entities shall use commercially reasonable efforts to maintain and operate the Acquired REITs in accordance with their Organizational Documents, (i) solicit or initiatethis Agreement and in the ordinary course of business in all material respects. Unless otherwise agreed to in writing by ODIT and except as otherwise permitted by this Agreement, or encourageduring the Interim Period, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, Selling Entities will not approve or take any other action to knowingly facilitate the making of any proposal that constitutescausing an Acquired REIT (or, or may reasonablyas applicable, be expected to lead its respective subsidiaries) to, any Alternative Proposal; : (iiia) enter into any agreement or arrangement that materially limits or otherwise restricts the Acquired REIT from engaging or competing in any line of business in which it is currently engaged or currently contemplates to be engaged or in any geographic area; (b) authorize, issue, sell, transfer, grant, pledge or otherwise dispose of or grant or suffer to exist any lien, restriction or claim of any kind or nature whatsoever on any limited liability company interests, capital stock, notes, bonds or other securities of the Acquired REIT; (c) with respect to any Alternative Proposal Acquired REIT, adopt a plan of complete or approve partial liquidation, dissolution, merger, consolidation or resolve recapitalization, or merge or consolidate with, purchase substantially all the assets of, or otherwise acquire or combine with, any Person; (d) reorganize or sell or dispose of any of its material assets other than transfers in connection with the replacement or worn or obsolete property in the ordinary course of business and consistent with past practice; (e) redeem, repurchase or otherwise reacquire, split, combine or reclassify any equity interest in the Acquired REIT; (f) declare, set aside, make or pay any dividend or other distribution payable in equity interests of the Acquired REIT; (g) make, change or revoke any material Tax election; (h) change any material accounting period or method with respect to approve Taxes; (i) file or amend any Alternative Proposalmaterial Tax Return; (j) enter into any closing agreement with the IRS or any other Governmental Authority which would impose any obligations following the Closing; (k) settle or compromise any proceeding with respect to any material Tax liability, audit, claim or assessment relating to the Acquired REIT or any of its subsidiaries; (l) surrender any right to claim a refund of Taxes; (m) request any ruling with respect to Taxes; (n) consent to any extension or waiver of the limitation period applicable to any Taxes of the Acquired REIT; or (ivo) take any other similar action which would make relating to the filing or the payment of any representation or warranty of the Stockholder material Tax. Notwithstanding anything in this Agreement untrue or incorrect or preventSection 5.5 to the contrary, burden or materially delay prior to the consummation of Closing, the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallSelling Entities and the Acquired REITs shall take, and shall cause its Representatives toeach subsidiary of an Acquired REIT to take, immediately cease any existing activitiesactions, discussions or negotiations with forbear from taking any parties conducted heretofore with respect actions, as necessary to any ensure that the Acquired REITs will be classified as REITs for the taxable year that includes the Closing Date or to avoid incurring U.S. federal income Taxes under Sections 857(b) or 4981 of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative ProposalCode, and shall take, and shall cause each Stockholder will promptly communicate subsidiary of an Acquired REIT to Grifols the terms of take, any action which is consistent with such REIT qualification for such taxable year, provided that prior to taking any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection action inconsistent with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing restrictions set forth in this Section 1.5 5.5(c), the Selling Entities shall be a limitation on any Stockholder or Representative thereof serving consult with ODIT as a director of to the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted requirement to take under the Merger Agreementsuch action.

Additional Covenants. From The Company hereby further agrees that: (a) Each acceptance by it of an offer for the purchase of Notes and after each sale of Notes to you as dealer pursuant to a Terms Agreement shall be deemed to be an affirmation that the date hereof representations and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty warranties of the Stockholder Company contained in this Agreement untrue are true and correct at the time of such acceptance or incorrect sale, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or preventhis agent or to you, burden or materially delay the consummation as dealer, of the transactions contemplated Note or Notes relating to such acceptance or sale, as though made at and as of each such time (except that such representations and warranties shall be deemed to relate to the Registration Statement as then in effect and the Prospectus then in use). (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by this Agreement. Upon execution a Pricing Sticker or by an amendment or supplement providing solely for a change in the identity of this any agent, relating to the sale of any Notes, specifying the commission payable to or discounts received by such agent, or making a change in the range of maturities or other similar changes) or if so indicated in a Terms Agreement, each Stockholder shallthe Company sells Notes to you as dealer, the Company shall furnish or cause to be furnished forthwith to you a certificate in form satisfactory to you in your reasonable judgment to the effect that the statements contained in the certificate referred to in Section 6(h) hereof which was last furnished to you are true and correct at the time of such amendment or supplement as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement as then in effect and the Prospectus then in use) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(h) but modified to relate to the Registration Statement as then in effect and the Prospectus then in use and signed by the Chairman of the Board, a Vice Chairman, President, or a Vice President, and by the principal financial or accounting officer. (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Sticker or by an amendment or supplement providing solely for a change in the identity of any agent, relating to the sale of any Notes, specifying the commission payable to or discount received by such agent, or making a change in the range of maturities or other similar changes), or if so indicated in a Terms Agreement, the Company sells Notes to you as dealer, the Company shall furnish or cause to be furnished forthwith to you a written opinion of counsel to the Company dated the date of delivery of such opinion, in form satisfactory to LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., of the same tenor as the opinion referred to in Section 6(d) hereof but modified to relate to the Registration Statement as then in effect and the Prospectus then in use or, in lieu of such opinion, such counsel shall furnish you with a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement as in effect and the Prospectus as in use at the time of delivery of such letter authorizing reliance). (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to set forth financial information included in or derived from the Company's consolidated statement of income through the end of the preceding fiscal quarter, or, if so indicated in a Terms Agreement, the Company sells Notes to you as dealer, the Company shall cause its Representatives tothen independent auditors forthwith to furnish you a letter, immediately cease any existing activities, discussions dated the date of filing of such amendment or negotiations supplement with any parties conducted heretofore with respect to any the Commission or the date of the foregoing. Each Stockholder will promptly notify Grifols closing under such Terms Agreement, as the case may be, in form satisfactory to you, of the existence same tenor as the corresponding portions of any proposal, discussion, negotiation the letter referred to in Section 6(f) hereof but modified to relate to the Registration Statement as then in effect or inquiry received by such Stockholder with respect to an Alternative Proposal, the Prospectus then in use and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) changes as may be necessary to reflect changes in the financial statements and other information derived from the identity accounting records of the Person making Company, to the extent such proposal or inquiry or engaging in financial statements and other information are available as of a date not more than five business days prior to the date of such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementletter.

Additional Covenants. From (a) Commencing with the Amendment No. 1 Effective Date, the Required Lenders shall have the right to appoint an independent representative (the “Board Observer”) with expertise in the U.S. alarm monitoring industry, designated by the Required Lenders in their sole discretion (and after consented to by the date hereof and continuing until the termination Borrower (such consent not to be unreasonably withheld, conditioned or delayed)), which Board Observer shall not be (x) a former officer or director of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents the Loan Parties or representatives (collectively, y) an employee of a Lender or the "Representatives") to, Administrative Agent. The Board Observer shall: (i) solicit receive notice of all meetings (both regular and special) of the board of directors of the Borrower (the “Board”), and each committee of the Board (such notice to be delivered or initiatemailed to the Board Observer pursuant to written instructions delivered to the Borrower from time to time by the Required Lenders), or encourage, directly or indirectly, any inquiries regarding or at the submission of, any Alternative Proposalsame time as notice is given to the members of the Board and/or committee); (ii) participate be entitled to attend all such meetings (telephonically or in any discussions or negotiations regardingperson, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate at the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative ProposalBoard Observer’s discretion); (iii) enter receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members of the Board and/or committee at the same time and in the same manner as the same is furnished (or made available) to such members; and (iv) be entitled to participate in all discussions conducted at such meetings; provided that the Board Observer shall have entered into a customary confidentiality agreement with the Borrower (which confidentiality agreement shall permit disclosure of any agreement information received by the Board Observer to any Lender so long as such Lender complies with the provisions of Section 10.07 hereof with respect to any Alternative Proposal or approve or resolve such information). For the avoidance of doubt, all Lenders shall have access to approve the Board Observer and any Alternative Proposal; or (iv) take information provided to the Board Observer as may be agreed between each such Lender and the Board Observer, subject to the proviso in the immediately preceding sentence and the last sentence of this Section 6.24(a). If any action is proposed to be taken by the Board and/or committee thereof by written consent in lieu of a meeting, the Board shall provide written notice thereof to the Board Observer, which would make notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered not later than the date upon which any representation or warranty member of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay Board and/or committee receives the consummation same. The Borrower shall provide the Board Observer with a copy of each such written consent not later than five (5) Business Days after it has been signed by a sufficient number of signatories to make it effective. The Board Observer shall not constitute a member of the transactions contemplated by Board or any committee thereof as a result of the exercise of its rights pursuant to this AgreementSection 6.24(a) and the Board Observer shall not be entitled to vote on any matters presented at meetings of the Board and/or committee or to consent to any matter as to which the consent of the Board and/or committee shall have been requested. Upon execution of this Agreement, each Stockholder shallThe Borrower shall pay the Board Observer reasonable fees for services rendered (as reasonably acceptable to the Borrower and the Required Lenders), and shall cause reimburse the Board Observer for all reasonable out-of-pocket expenses incurred in connection with attending such meetings and/or exercising any rights under this Section 6.24(a). Notwithstanding anything to the contrary herein, the Board and/or committee, as applicable, may exclude the Board Observer from meetings or portions of meetings of the Board and/or committee or omit to provide the Board Observer with copies of written materials provided to the members of the Board and/or committee in connection with such meetings or copies of minutes of such meetings, if and only to the extent that the members of the Board and/or committee reasonably believe in good faith that such exclusion or omission is necessary in order to (i) avoid a conflict of interest in connection with the financing arrangements of the Loan Parties under the Loan Documents, including, without limitation, any discussion of contractual disagreements relating to the Loan Documents, or any discussions relating to strategy, negotiating positions or similar matters relating to the Loan Documents or a refinancing or replacement of the Obligations, (ii) fulfill the contractual obligations of any Loan Party or any of their respective Subsidiaries with respect to confidential or proprietary information of third parties, or (iii) protect the attorney-client privilege (including protecting any attorney work product) or if counsel to the Borrower or any other Loan Party advises that excluding the Board Observer from any such meeting or portion of a meeting or from receiving any written materials or minutes is reasonably necessary to protect any applicable attorney-client privilege; provided that, for the avoidance of doubt, in all cases the Borrower shall still be required to notify the Board Observer of all meetings under clause (i) of the first sentence of this Section 6.24(a) above regardless of whether the Board Observer is excluded from such meeting or portion of such meeting and provide the Board Observer (together with such notice) the criteria pursuant to which the Board Observer is being excluded from such meeting. In addition, the Borrower agrees that if practicable it shall provide at least two (2) Business Days’ prior notice (and if not practicable, as much prior notice as is practicable) to the Board Observer before disclosing to the Board Observer any material non-public information with respect to the Borrower and its Representatives toSubsidiaries, immediately cease whether such disclosure is contained in any existing activities, discussions written materials that would otherwise be provided to the Board Observer or negotiations would occur as a result of attendance at any meeting of the Board and/or any committee thereof. The Board Observer shall be subject to a confidentiality agreement with terms reasonably acceptable to the Board Observer and the Borrower (which confidentiality agreement shall permit disclosure of any parties conducted heretofore information received by the Board Observer to any Lender so long as such Lender complies with the provisions of Section 10.07 hereof with respect to any such information). Notwithstanding anything to the contrary in the foregoing, so long as the Lender have access to the Board Observer appointed under and as defined in the Takeback Loan Agreement, and any information provided to such Board Observer in its capacity as such by the Borrower (subject to the confidentiality obligation of the foregoingLenders as described herein), the Borrower shall be deemed to be in compliance with its obligations under this Section 6.24(a). (b) The Borrower covenants that commencing on the Amendment No. Each Stockholder will promptly notify Grifols 1 Effective Date, it shall provide access to a portion of the existence Platform (the “Private-Side Data Room”) to Lenders that are not Public Lenders (“Private-Side Lenders”) which shall include, without limitation, any information regarding the business, financial, legal or corporate affairs of any proposalLoan Party or Subsidiary thereof as may be reasonably requested by the Required Lenders, discussionincluding key performance indicators and reporting in form and scope reasonably requested by the Required Lenders. (c) On or prior to the twentieth (20th) Business Day of each fiscal quarter (or the first Business Day thereafter), negotiation or inquiry received by such Stockholder the Borrower shall conduct a telephone conference with respect management of the Borrower, the Lender Group Advisors and Private-Side Lenders to an Alternative Proposaldiscuss summary operating performance of the Loan Parties, business strategy of the Loan Parties and any information posted to the Private-Side Data Room, and each Stockholder will promptly communicate to Grifols shall permit questions from the Lender Group Advisors and Private Side Lenders and provide answers thereto. Any such telephone conference required by this Section 6.24(c) may be combined with any telephone conference with the Private-Side Lenders held in accordance with the terms of Section 6.23(c) of the Takeback Loan Agreement. (d) In the event that the Borrower ceases to hold public investor conference calls in which Public Lenders may participate, on or prior to (i) the sixtieth (60th) day after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or the first Business Day thereafter) and (ii) the seventy-fifth (75th) day after the end of the fourth fiscal quarter of each fiscal year of the Borrower (or the first Business Day thereafter), the Borrower shall conduct a telephone conference with management of the Borrower, Public Lenders and any Private Lenders who choose to attend such proposalconference call, discussionduring which conference call the Borrower shall discuss year-to-date financial conditions and results of operations for such fiscal quarter or year of the Loan Parties, negotiation and shall permit questions from the Lenders and provide answers thereto. Any such telephone conference required by this Section 6.24(d) may be combined with any telephone conference with the Lenders held in accordance with the terms of Section 6.23(d) of the Takeback Loan Agreement.” (c) Amendment to Section 7.03(h). Section 7.03(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “(h) (i) acquisitions of Monitoring Contracts pursuant to an Approved Alarm Purchase Agreement or inquiry (ii) acquisitions of portfolios of Monitoring Contracts (in each case, a “Permitted Portfolio Purchase”) so long as (x) the Aggregate Purchase Price for each such Permitted Portfolio Purchase does not exceed (A) for the fiscal year of the Borrower ending December 31, 2020, $75,000,000 in the aggregate (which it may receive (and will promptly provide to Grifols copies amount for the avoidance of any written materials received doubt shall not be reduced by it the Aggregate Purchase Price payable in connection with such proposal, discussion, negotiation or inquirythe Amendment No. 1 Acquisition) and (B) thereafter, $50,000,000 in the identity aggregate in any fiscal year of the Person making Borrower, (y) no Default or Event of Default has occurred and is continuing and (z) at the time of such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Permitted Portfolio Purchase and after giving effect thereto, pro forma Liquidity is at least $25,000,000”. (d) Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director 7.15 of the Company or Credit Agreement is hereby amended to (i) add “(a)” to the beginning thereof, (ii) add “; and” prior to the period therein and (iii) insert new clause (b) to read as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.follows:

Additional Covenants. From 6.1 The Company covenants and after agrees with the date hereof Underwriters that it shall: (a) file with the Exchanges all required documents and continuing until pay all required filing fees, and do all things required by the termination rules and policies of this Agreementthe Exchanges, each Stockholder shall not, nor shall it permit in order to obtain prior to the Closing Date the requisite acceptance or authorize any approval of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, Exchanges for: (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative ProposalOffering; and (ii) participate the conditional listing of the Purchased Shares and the Additional Common Shares subject only to Standard Listing Conditions, which the Company agrees to fully satisfy in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate a timely manner forthwith after the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; Closing; (iiib) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty the filing of the Stockholder Prospectus and U.S. Prospectus as contemplated herein, fulfill all legal requirements required to be fulfilled by the Company in this Agreement untrue or incorrect or preventconnection therewith, burden or materially delay in each case in form and substance satisfactory to the consummation Underwriters as evidenced by the Underwriters’ execution of the transactions contemplated certificates attached thereto; (c) prior to the completion of the Offering, allow the Underwriters to review the Offering Documents and conduct all due diligence which the Underwriters may reasonably require in order to fulfill their statutory obligations as Underwriters and in order to enable them to execute, acting prudently and responsibly, the certificates required to be executed by this Agreement. Upon execution of this Agreementthe Underwriters in such documents, each Stockholder shallincluding, without limitation, corporate and shall cause its Representatives tooperating records, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore documentation with respect to any property rights, technical information, financial information (including budgets), copies of the foregoing. Each Stockholder will financial statements to be incorporated by reference in the Prospectus and U.S. Prospectus and access to key officers of the Company; (d) during the period prior to the completion of the distribution of the Purchase Shares and Additional Common Shares, if any, and at any time when a prospectus relating to the Purchased Shares or Additional Common Shares is required to be delivered under the U.S. Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the U.S. Securities Act), promptly notify Grifols of the existence of Underwriters in writing of: (i) any proposalchange (actual, discussioncontemplated or threatened) in the business, negotiation affairs, operations, assets or inquiry received by such Stockholder with respect to an Alternative Proposalliabilities (contingent or otherwise) prospects, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation financial position or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation capital or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director ownership of the Company or as an officer proposed ownership of the Company acting at Company, in each case on a consolidated basis (other than a change disclosed in the direction Prospectus); (ii) any change which is of such a nature as to result in a misrepresentation in the Prospectus, the Registration Statement, the U.S. Prospectus or any amendment thereto; and (iii) any material fact that has arisen or been discovered and that would be required to have been disclosed in the Prospectus, the Registration Statement, the U.S. Prospectus or in Supplementary Material had that fact arisen or been discovered on or prior to the respective date of the Board of Directors of Prospectus, the Company and in such capacity taking Registration Statement, the U.S. Prospectus or any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.Supplementary Material, which change or fact:

Additional Covenants. The parties hereto covenant and agree as follows: Payments with Respect to Purchased Assets . Seller shall promptly remit to Buyer, within [***] of receipt, all monies received by Seller or its Affiliates (to the extent related to the BOXR Platform or the ACTIA Platform) following the Closing Date in payment for any Purchased Assets acquired by Buyer pursuant to this Agreement. Payments remitted to Buyer pursuant to this Section 6.1 shall be in the form received by Seller or its Affiliates. Confidentiality . From and after the date hereof Closing, Seller and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish Affiliates agree not to disclose to any Person other than representatives of Buyer and Seller’s legal counsel, or use in any way, any information not generally known to the trade or data with respect topublic or of a confidential or proprietary nature relating to the BOXR Platform or the ACTIA Platform, the Purchased Assets, the Assumed Liabilities or Buyer, including any such information relating to any products, properties, methods, designs, know-how, inventions, improvements, Trade Secrets, suppliers, customers, or take any customers’ requirements. Press Releases and Public Announcements . Buyer and Seller shall consult with each other action before issuing, and give each other the opportunity to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead toreview and comment upon, any Alternative Proposal; (iii) enter into any agreement press release or other public statements with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Legal Requirements, court process or the rules and regulations of any national securities exchange or national securities quotation system. Upon execution Joint Intellectual Property Assets . Effective as of the Closing Date, Buyer hereby agrees that it shall not, directly or indirectly, use, or permit any Affiliates or any Third Party to use, any Joint Intellectual Property Assets to research, develop, make, have made, use, sell, have sold, import and export products developed using the ACTR Platform. Effective as of the Closing Date, Seller hereby agrees that it shall not, directly or indirectly, use, or permit any Affiliates or any Third Party to use, any Joint Intellectual Property Assets to research, develop, make, have made, use, sell, have sold, import and export products developed using the BOXR Platform or ACTIA Platform. Buyer Guarantor . (a) As consideration for the benefits that Buyer Guarantor will receive as a result of Seller executing this Agreement, each Stockholder and to induce Seller to enter into this Agreement, Buyer Guarantor hereby guarantees to Seller the due and punctual payment by Buyer when and as due of its payment obligations under, and in accordance with, Sections 1.7 and 1.9. Notwithstanding anything to the contrary herein, Buyer Guarantor’s maximum aggregate liability under this Agreement shall not exceed [***]. (b) Buyer Guarantor represents and warrants to Seller that the guarantee by Buyer Guarantor hereunder constitutes the legal, valid and binding agreement of Buyer ACTIVE/104823866.3 Guarantor enforceable against it in accordance with the terms of this Section 6.5, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equity principles. Buyer Guarantor further represents and warrants that it is the legal and beneficial owner of all of the outstanding equity of Buyer. (c) The guarantee provided by this Section 6.5 is a guarantee of payment and not of collection. In the event of any proceeding involving this Section 6.5, the prevailing party shall be entitled to recover its reasonable out of pocket expenses, including reasonable attorneys’ fees incurred in connection with such proceeding. Enforcement of Certain Obligations . From and after the Closing, upon the request of Buyer and at Buyer’s expense, Seller shall (and shall cause its Affiliates to) enforce any and all rights of Seller, for the benefit of the Buyer, under any Contract that is not an Acquired Contract against any Third Party arising out of the breach of such Contract to which such Third Party is bound in respect of any of the Purchased Assets. Access to Books and Records . From the date of this Agreement until the Closing Date, Seller shall, and shall cause its Representatives Affiliates to, immediately cease any existing activitiesafford to representatives of Buyer reasonable access during normal business hours, discussions upon reasonable advance notice, to the properties, books, records and personnel of Seller and their Subsidiaries to the extent related to the BOXR Platform or negotiations with any parties conducted heretofore with respect to the ACTIA Platform; provided, however, that neither Sellers nor any of the foregoing. Each Stockholder will promptly notify Grifols their Subsidiaries shall be required to violate any obligation of the existence confidentiality to which Seller or any of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect its Subsidiaries may be subject in discharging its obligations pursuant to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement6.7.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code or any applicable state law); or (iii) engage in any business or activity other than as permitted by the Limited Liability Company Agreement, this Indenture and the other Transaction Documents and any activities incidental thereto; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the submission Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any Alternative Proposal; (ii) participate in any discussions or negotiations regardingother interest in, or furnish to make any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead capital contribution to, any Alternative Proposal; other Person (iiiother than the Timeshare Loans); (vi) enter into dissolve or liquidate in whole or in part or merge or consolidate with any agreement other Person; (vii) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Resort interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (C) except as otherwise contemplated in this Indenture, permit the Lien of this Indenture (other than with respect to any Alternative Proposal Permitted Liens or approve such tax, mechanics’ or resolve other lien) not to approve any Alternative Proposal; or constitute a valid first priority security interest in the Trust Estate; (ivviii) take any action or fail to take any action which would make any representation or warranty may cause the Issuer to be treated as (a) an association taxable as a corporation pursuant to Section 7701 of the Stockholder in this Agreement untrue or incorrect or preventCode, burden or materially delay the consummation (b) a publicly traded partnership taxable as a corporation pursuant to Section 7704 of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions Code or negotiations with any parties conducted heretofore with respect (c) a taxable mortgage pool taxable as a corporation pursuant to any Section 7701(i) of the foregoing. Each Stockholder will promptly notify Grifols Code; or (ix) change the location of its principal place of business without prior notice to the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Indenture Trustee and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholders.

Additional Covenants. From 10.1 The Partnership Parties hereby: (a) agree that they shall not sell, shall have no interest in and after shall not permit the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiatecreation of, or encourage, directly or indirectlysuffer to exist, any inquiries regarding security interest, lien, encumbrance, charge or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making claim of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; nature (iiiother than Permitted Liens) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder Materials; (i) confirm that they will promptly notify Grifols post at the Storage Facilities such reasonable placards as the Company requests stating that the Company or its assignee is the owner of all Materials held in the existence of any proposal, discussion, negotiation or inquiry received by Storage Facilities and (ii) agree that they will take all actions necessary to maintain such Stockholder placards in place for the Term; (c) acknowledge and agree that the Company may file a UCC-1 statement with respect to an Alternative Proposalthe Materials stored in the Storage Facilities, and each Stockholder will promptly communicate the Partnership Parties shall cooperate with the Company in executing such financing statements as the Company deems necessary or appropriate; (d) agree that no loss allowances shall be applied to Grifols the Materials held in the Storage Facilities or transported in the Pipelines; (e) agree to provide all pumping and transfer services with respect to the Storage Facilities and the Pipelines as the Company may from time to time reasonably request with respect to any Material; (f) agree to permit the Company’s personnel to have rights of access to and egress from the Facility by crossing over, around and about the Facility for any purpose related to this Agreement, including but not limited to enforcing its rights and interests under this Agreement; provided that (i) the Company’s personnel shall follow routes and paths designated by a Partnership Party or security personnel employed by a Partnership Party, (ii) the Company’s personnel shall observe all security, fire and safety regulations while, in around or about the Facility, and (iii) the Company shall be liable for any damage directly caused by the negligence or tortious conduct of such personnel; (g) agree to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Storage Facilities and the Pipelines; (h) agree to replace, maintain and/or repair any part of the Storage Facilities or the Pipelines which may be destroyed or damaged by the elements, acts of God, fire, floods, or any other cause excluding damage or destruction caused by the negligence or tortious conduct of the Company’s personnel; (i) agree to furnish any and all fuel, power and pumping equipment, together with all personnel necessary to transport Materials in accordance with the terms of any such proposalthis Agreement; (j) agree that, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies in the event of any written materials received Crude Oil or Product spill, leak or discharge or any other environmental pollution caused by it or in connection with the use of any Storage Facilities or Pipelines, the Partnership Parties shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Partnership Party deems appropriate or necessary and shall notify or arrange to notify the Company immediately of any such proposalspill, discussionleak or discharge and of any such operations; (k) agree to refrain from changing the Tariff rates except in accordance with Sections 4.2(d), negotiation or inquiry4.2(e) and 4.5 of this Agreement or, in any case where an adjustment pursuant to Section 4.2(d) has reduced the identity rate below the Tariff rate in effect on the date hereof, in order to increase such Tariff rate to be equal to the rate in effect on the date hereof; and (l) represent and confirm that all representations and warranties of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 Partnership Parties contained herein shall be a limitation true and correct on any Stockholder or Representative thereof serving and as a director of the Commencement Date. 10.2 The Company hereby agrees: (a) to replace or as an officer repair, at its own expense, any part of the Company acting Pipelines and the Facility which may be destroyed or damaged through any negligent or tortious act or omission of the Company, its agents or employees; (b) to not make any alteration, additions or improvements to the Pipelines and the Storage Facilities or remove any part thereof, without the prior written consent of the Partnership Party, such consent to be at the direction Partnership Party’s sole discretion; (c) to refrain from challenging, and from encouraging or assisting any other Person in challenging, in any forum the Tariff rates and modifications to the Tariff rates in accordance with Section 10.1(k) of this Agreement; and (d) to support any change to the Tariff rates in accordance with Section 10.1(k) of this Agreement, including through appropriate filings with the FERC. 10.3 Each Party hereby agrees that: (a) it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Law. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon reasonable request. Each Party also shall immediately notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Materials; and (b) all records or documents provided by any Party to any of the Board other Parties shall, to the best knowledge of Directors such Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to any of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementother Parties no longer are accurate or complete.

Additional Covenants. From In addition to the continuing representations, warranties and after covenants heretofore or hereafter made by Borrower pursuant to the date hereof Loan Agreement and continuing until other Financing Agreements, Borrower hereby covenants with and to Lender that, prior to or contemporaneously with the termination closing of this the transactions contemplated by the Purchase Agreements, Emerson shall ▇▇▇▇▇▇▇, or cause to be delivered, to Lender each of the following, in form and substance satisfactory to Lender: (a) a true, correct and complete copy of the Warrant Agreement, each Stockholder duly authorized, executed and delivered by SSG; (b) a true, correct and complete copy of the Registration Rights Agreement, duly authorized, executed and delivered by the parties thereto; (c) an original Pledge and Security Agreement pursuant to which Emerson shall not▇▇▇▇▇e to Lender, nor shall it permit or authorize any as additional Collateral for payment and performance of its officers, directors, employees, agents or representatives (collectivelythe Obligations of Emerson, the "Representatives"S▇▇▇▇ ▇▇d Warrants together with all proceeds thereof and all dividends and other income and distributions thereon or with respect thereto and all rights of Emerson to hav▇ ▇▇▇ ▇tock (and any capital stock of SSG acquired through the exercise of the Warrants (as may hereafter be permitted by Lender) toregistered under the Registration Rights Agreement, together with associated original stock power(s) (executed undated and in blank), original stock certificate(s), original warrant Assignment Form(s) (executed undated and in blank) and original warrant(s), each duly authorized, executed and delivered by the parties thereto; (d) an original of a Statement of Purpose for an Extension of Credit Secured by Margin Stock by a Person Subject to Registration under Regulation G (Federal Reserve Form G-3), duly authorized, executed and delivered by Borrower; and (e) an original of an opinion letter of counsel to Emerson addres▇▇▇ ▇▇ Lender, in for▇ ▇▇▇ substance satisfactory to Lender, with respect to the transactions contemplated by this Consent, including, without limitation, an opinion: (i) solicit or initiatewith respect to the corporate power, or encouragedue authorization, execution and delivery by Emerson of t▇▇ ▇▇▇chase Agreements, the Consent and the agreements and instruments executed and delivered by Emerson hereun▇▇▇; (ii) that the execution, delivery and performance of the Purchase Agreements and the transactions contemplated by this Consent do not violate the terms of any existing agreements to which Borrower is a party; and (iii) that the proceeds of the Revolving Loans, to the extent used to purchase the Stock and Warrants, have not been used in any manner, directly or indirectly, any inquiries regarding which violates the provisions of Regulations G or X, assuming the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty accuracy of the Stockholder factual statements contained in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementFederal Reserve Form G-3 delivered hereunder.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code or any applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; or (iii) engage in any business or activity other than as permitted by this Indenture, the Trust Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the Closing Date other than in accordance with Article XI thereof; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanic's or other lien) not to constitute a valid first priority security interest in the Trust Estate (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (b) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivc) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; and (ix) change the location of its principal place of business without the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of prior notice to the Company or as an officer of Indenture Trustee and the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholders.

Additional Covenants. From You expressly acknowledge and after agree to the date hereof following: a. You will continue to be subject to the Return of Property, Proprietary Information, Innovations, Nondisparagement and continuing until the termination Enforcement provisions contained in Sections 9, 10, 11, 14 and 15 of your Employment Agreement, respectively; b. Other then as specifically provided in Section 3(c) of this Agreement, each Stockholder you shall notreceive no additional compensation or benefits in the event of a change in control of the Company, nor shall it permit Primus Guaranty or authorize any of its officers, directors, employees, agents their subsidiaries or representatives (collectivelyaffiliates; c. Nothing in this Agreement shall prohibit or restrict you, the "Representatives") toCompany and the Releasees, or their respective attorneys from: (i) solicit making any disclosure of relevant and necessary information or initiatedocuments in any action, investigation, or encourageproceeding relating to this Agreement, directly or indirectly, any inquiries regarding as required by law or the submission of, any Alternative Proposallegal process; or (ii) participate participating, cooperating, or testifying in any discussions or negotiations regardingaction, investigation, or furnish proceeding with, or providing information to any Person self-regulatory organization, any governmental agency or legislative body, including but not limited to the Equal Employment Opportunity Commission (“EEOC”), or the Company’s Legal Department, and/or pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; provided that, to the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or data with respect todocuments, the disclosing party gives prompt written notice to the other party so as to permit such other party to protect such party’s interests in confidentiality to the fullest extent possible. You acknowledge and agree, however, that pursuant to Section 7, you are waiving any right to recover monetary damages or take any other action form of personal relief in connection with any such action, investigation or proceeding. To the extent you receive any personal or monetary relief in connection with any such charge, action, investigation or proceeding, the Company will be entitled to knowingly facilitate an offset for the making payments made in connection with Section 2 and Section 3 of this Agreement; and d. The material breach of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue terms and conditions of Section 9, 10 or incorrect or prevent, burden or materially delay the consummation 11 of the transactions contemplated by this Agreement. Upon execution Employment Agreement or Section 6 of this Agreement, each Stockholder shallif you fail to cure such breach after being given a reasonable opportunity to cure, shall constitute a material breach of this Agreement and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of relieve the foregoing. Each Stockholder will promptly notify Grifols of the existence Company of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementfurther obligations hereunder.

Additional Covenants. From and after In addition to any covenants made by the date hereof and continuing until the termination of Parties elsewhere in this Agreement, each Stockholder shall not, : (a) Kaken hereby covenants to Spruce that neither Kaken nor shall it permit or authorize any of its officersAffiliates or Sublicensees, directorswill employ or use the services of any Person who is debarred or disqualified under any applicable Laws in the Kaken Territory comparable to the Act, employeesin connection with activities relating to any Licensed Product; and in the event that Kaken becomes aware of the debarment or disqualification or threatened debarment or disqualification of any Person providing services to Kaken or any of its Affiliates with respect to any activities relating to any Licensed Product, agents or representatives Kaken will immediately (collectively, the "Representatives"but in any event no later than [***]) to, (i) solicit or initiatenotify Spruce in writing and Kaken will cease, or encouragecause its Affiliate to cease (as applicable), employing, contracting with, or retaining any such Person to perform any services relating to any Licensed Product; (b) Spruce hereby covenants to Kaken that neither Spruce nor any of its Affiliates, Third Party suppliers or Sublicensees, will employ or use the services of any Person who is debarred or disqualified under the Act or any comparable applicable Laws, in connection with activities relating to any Licensed Product; and in the event that Spruce becomes aware of the debarment or disqualification or threatened debarment or disqualification of any Person providing services to Spruce or any of its Affiliates with respect to any activities relating to any Licensed Product, Spruce will immediately (but in any event no later than [***]) notify Kaken in writing and Spruce will cease, or cause its Affiliate to cease (as applicable), employing, contracting with, or retaining any such Person to perform any services relating to any Licensed Product; and (c) Each Party hereby covenants to the other Party that neither such Party nor any of its Affiliates, nor any of their respective employees shall use any confidential information obtained from any Third Party (including any prior employer) to which such Party or any of its Affiliates, or any of their respective employees has a duty to keep in confidence such information, directly or indirectly, any inquiries regarding whether obtained prior to the Effective Date or during the submission ofTerm, in connection with activities performed under this Agreement, unless consented to in writing by such Third party, and such Party shall be solely responsible and liable for, and shall indemnify the other Party pursuant to Article 11 in connection with, any Alternative Proposal; breach of this covenant by such Party, any of its Affiliates, or their respective employees. (d) Spruce shall not (i) assign or otherwise transfer the Upstream Agreement or (ii) participate in any discussions terminate the Upstream Agreement or negotiations regarding, agree or furnish consent to any Person any information amendments to the Upstream Agreement that would adversely affect Kaken's rights or data obligations under this Agreement, without the prior written consent of Kaken. Spruce shall comply with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty all material terms of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation Upstream Agreement. A material breach by Spruce of the transactions contemplated by this Agreement. Upon execution Upstream Agreement that Spruce does not cure within the cure period set forth in Section 9.4 of the Upstream Agreement shall constitute a material breach of this Agreement, each Stockholder shall, and . (e) Spruce shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any Kaken in writing if Spruce receives written materials received by it notice from ▇▇▇▇▇ alleging that Spruce is in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take breach under the Merger Upstream Agreement, and, [***]. (f) [***].

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code) or any applicable state law or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; (iii) engage in any business or activity other than as permitted by this Indenture, the Trust Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the Closing Date other than in accordance with Article XI thereof; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanic’s or other lien) not to constitute a valid first priority security interest in the Trust Estate; (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be (A) taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (B) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivC) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; or (ix) change the location of its principal place of business without the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of prior notice to the Company or as an officer of Indenture Trustee and the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholders.

Additional Covenants. From A. Each Warrantor, jointly and after severally, shall indemnify, defend and hold the date hereof Purchaser and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its respective officers, directors, members, partners, affiliates, employees, agents or and representatives (collectively, the "Representatives"“Indemnitees”) toharmless against all liability, loss, and damage (including taxes thereon) together with all reasonable costs and expenses related thereto (including reasonable legal fees and expenses), relating to or arising from (i) solicit the untruth, inaccuracy or initiatebreach in any material respect of any of the representations, warranties, covenants or encourageagreements of the Warrantors under the Transaction Agreements (defined in Schedule 3), directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in the execution or delivery of any discussions such agreement or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate agreement or instrument contemplated hereby or thereby, the making performance by the parties hereto and thereto (other than the Purchaser) of any proposal that constitutes, their respective obligations hereunder or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal thereunder or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallhereby or thereby, and shall cause its Representatives to(iii) any actual or prospective claim, immediately cease any existing activitieslitigation, discussions investigation or negotiations with any parties conducted heretofore with respect proceeding relating to any of the foregoingforegoing (including as may be commenced by third parties), whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and provided that none of ▇▇. Each Stockholder will promptly notify Grifols ▇▇▇’▇ assets other than the Ordinary Shares held either directly or indirectly by him shall in any respect be used to satisfy any of his indemnity obligations hereunder. In the event that any Indemnitee claims any such right of indemnification, such Indemnitee shall provide to the Warrantors prompt written notice thereof, together with reasonable detail regarding such claims and in the event that such claim involves third party claims, allow the Group Companies, as applicable, at its expense to defend such claim(s) on the Indemnitee’s behalf. B. Within thirty (30) Business Days after the Closing, the Warrantors shall procure that each PRC Group Company shall have successfully completed the registrations with the competent administration and commerce for the appointment of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving Preferred Director as a director of such PRC Group Company. C. The Company shall use its reasonable best endeavors to seek a Qualified IPO (as defined in the Amended Articles) on a recognized stock exchange within five (5) years after the Closing, and the Warrantors other than the Company or shall use their reasonable endeavors to procure such Qualified IPO. D. From the Closing, each Group Company shall appoint a Purchaser-designated CPA firm as an officer auditor of the such Group Company acting at the direction subject to approval of the Board (including affirmative vote of Directors the Preferred Director). E. Each Group Company will restrict its free cash to short-term, liquid deposits at sound financial institutions. F. Within thirty (30) days after the Closing, the Warrantors shall procure that a domestic company nominated by the Purchaser shall have become a duly registered shareholder of each Domestic Company holding such percentage of equity interest equaling to the Purchaser’s ownership percentage in the Company on a fully diluted basis (the “Onshore Restructuring”). The aggregate purchase price to be paid for such equity interest in the Domestic Companies under the Onshore Restructuring shall be RMB621,270 in total. G. Within ten (10) days after the completion of the Onshore Restructuring, the Warrantors shall procure that the WFOE, the Domestic Companies and the registered shareholders of the Domestic Companies shall have entered into a series of controlling agreements (the “New Controlling Agreements”) in substantially the form attached hereto as Exhibit G. H. Within thirty (30) days after the execution of the New Controlling Agreements, the Warrantors shall procure that the WFOE, the Domestic Companies and the registered shareholders of the Domestic Companies shall have successfully completed the registrations with the competent administration and commerce for the share pledge pursuant to the New Controlling Agreements. I. Within thirty (30) days after the Closing, the Warrantors shall procure that each person who directly or indirectly owns any shares in the Company and in who is subject to SAFE Circular 37 (defined below) shall have completed the amendment registration required under such capacity taking any action on behalf of regulation with respect to the Company that the Company is permitted to take transactions contemplated under the Merger this Agreement.

Additional Covenants. From (a) Each party shall, from time to time, execute and after deliver or cause to be executed and delivered, such additional instruments, assignments, endorsements, papers, and documents as the date hereof other party may at any time reasonable request for the purpose of carrying out the terms of this Agreement and continuing until the transfers provided for herein. (b) The Seller shall comply with any requirements under the Real Estate Settlement Procedures Act and any other applicable law providing for notice to a Borrower of the Seller’s sale of the Borrower’s Loan to Buyer. The Seller shall, upon request of the Buyer, cooperate with Buyer in providing a joint notice of such sale where such joint notice is allowed under applicable law and desired by Buyer. In the event that no notice to Borrower of the sale is required under applicable law, but is desired by Buyer, Seller agrees to cooperate with Buyer in providing such notice. (c) Any and all decisions made by Buyer (or the Trustee as its successor) in good faith to take action or to not take action relative to a Loan, including, but not limited to, the sale or liquidation in a commercially reasonable manner of a Loan or Mortgaged Property shall be final and conclusively binding upon Seller in the event Seller does not repurchase a Loan pursuant to Section 4.01 of this Agreement within ten (10) days of its receipt of a repurchase demand from Buyer or the Trustee as its successor. (d) In order to enforce Buyer’s rights under this Agreement, Seller shall, upon the reasonable request of Buyer or its assigns, do and perform or cause to be done and performed, every reasonable act and thing necessary or advisable to put Buyer or its assigns in position to enforce the payment of the Loans and to carry out the intent of this Agreement, including the execution of and, if necessary, the recordation of additional documents including separate endorsements and assignments upon reasonable request of Buyer. (e) Seller agrees that neither it nor any of its affiliates or subsidiaries over which it has control shall take any action to solicit a Borrower individually in order to effect the refinancing of the Loan. Advertising to the general public through mass media, or a solicitation that is not derived directly or indirectly from information obtained by Seller as a result of its origination, ownership or servicing of a Loan sold to the Buyer, shall not be deemed to violate this non-solicitation provision. This non-solicitation provision shall survive the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Stockholder shall Principal Shareholder agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officershis or her Affiliates, directorsprior to the Effective Time to sell, employeesassign, agents transfer or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission otherwise dispose of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data create an Encumbrance with respect to, or take any other action permit to knowingly facilitate the making of any proposal that constitutesbe sold, assigned, transferred or may reasonably, be expected to lead tootherwise disposed of, any Alternative ProposalICB Common Stock owned of record or beneficially by such Principal Shareholder, whether such shares of ICB Common Stock are owned of record or beneficially by such Principal Shareholder on the date of this Agreement or are subsequently acquired by any method, except: (i) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii) with the prior written consent of Centrue Financial (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or as Centrue Financial may otherwise agree in writing; (ivb) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallnot, and shall cause will not permit any of his or her Affiliates, directly or indirectly (including through its Representatives toRepresentatives), immediately cease to initiate, solicit or encourage any existing activitiesdiscussions, discussions inquiries or negotiations proposals with any parties conducted heretofore third party relating to an Acquisition Transaction, or provide any such person with respect to information or assistance or negotiate with any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder person with respect to an Alternative Proposal, and each Stockholder will promptly communicate Acquisition Transaction or agree to Grifols or otherwise assist in the terms effectuation of any such proposal, discussion, negotiation Acquisition Transaction; (c) not vote or inquiry which it may receive (and will promptly provide to Grifols copies of execute any written materials received by it consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement or any of the other Contemplated Transactions; (d) at Centrue Financial’s request, use his or her best efforts to cause any necessary meeting of ICB’s shareholders to be duly called and held, or any necessary consent of shareholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the other Contemplated Transactions; (e) cause any of his or her Affiliates to cooperate fully with Centrue Financial in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (f) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From (a) The Company further covenants with the Secured Party as follows: (i) the Collateral, to the extent not delivered to the Secured Party, will be kept at those locations listed on the Perfection Certificate and after the date hereof Company will not remove the Collateral from such locations, without providing at least 30 days prior written notice to the Secured Party; (ii) except for the security interest herein granted, the Company shall be the owner of the Collateral free from any lien, security interest or other encumbrance, and continuing until the termination Company shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Secured Party; (iii) the Company shall not pledge, mortgage or create, or suffer to exist a security interest in the Collateral in favor of any person other than the Secured Party; (iv) the Company will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon; (v) the Company will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located; (vi) the Company will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement; (vii) the Company will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, each Stockholder as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances; and (viii) the Company will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for (a) sales and leases of inventory and licenses of general intangibles in the ordinary course of business and (b) so long as no Event of Default has occurred and is continuing, sales or other dispositions of obsolescent items of equipment in the ordinary course of business consistent with past practices. (b) The Company shall conduct its operations in the ordinary course of business and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, the Company shall not, nor shall it permit or authorize any without the written consent of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, Secured Party: (i) solicit create, incur or initiateassume any indebtedness in excess of $100,000 (including obligations in respect of capital leases), except for any loans from the Export Import Bank Working Capital Guarantee Program or any indebtedness currently outstanding under that certain capital lease obligation in the original principal amount of $2,790,000 from Central Vermont Economic Development Corporation; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or encourage, directly or indirectlyinvestments in, any inquiries regarding other person or entity except in the submission of, any Alternative Proposalordinary course of business; or (ii) participate in any discussions acquire, sell, lease, license, pledge or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making dispose of any proposal that constitutesassets or property in excess of $100,000, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty other than purchases and sales of assets in the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation ordinary course of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementbusiness.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code or any applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; (iii) engage in any business or activity other than as permitted by this Indenture, the Trust Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the Closing Date other than in accordance with Article XI thereof; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanic’s or other lien) not to constitute a valid first priority security interest in the Trust Estate; (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (b) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivc) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; or (ix) change the location of its principal place of business without the Person making such proposal or inquiry or engaging in such discussion or negotiationprior notice to the Indenture Trustee, the Funding Agents and the Noteholders. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.60

Additional Covenants. From (i) Each party shall, from time to time, execute and after deliver or cause to be executed and delivered, such additional instruments, assignments, endorsements, papers, and documents as the date hereof other party may at any time reasonably request for the purpose of carrying out the terms of this Agreement and continuing until the termination transfers provided for herein. (ii) The Seller shall, upon request of the Buyer, sign a letter in form to approved by the Buyer and in conformity with the terms and conditions hereof, addressed to all the borrowers on the loans, announcing the sale evidenced hereby and instructing such Borrowers to recognize the Buyer as the Seller's successor in interest to such Loans. (iii) After any Settlement Date hereunder, the Seller will hold in trust for the Buyer all sums received by the Seller from Borrower(s) on any Loan purchased pursuant to this Agreement and pay them to the Buyer within three (3) business days of the receipt of those sums. (iv) Any and all decisions made by Buyer in good faith to take action or not take action relative to a Loan, including, but not limited to, the sale or liquidation in a commercially reasonable manner of a Loan, Mortgaged Property or collateral shall be final and conclusively binding upon Seller in the event Seller does not repurchase a Loan within ten(10) days of notification by Buyer pursuant to Section 4 of this Agreement. (v) In order to enforce Buyer's rights under this Agreement, Seller shall, upon the request of Buyer or is assigns, do and perform or cause to be done and performed, every reasonable act and thing necessary or advisable to put Buyer or its assigns in position to enforce the payment of the Loans and to carry out the intent of this Agreement, each Stockholder shall notincluding the execution of and, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelyif necessary, the "Representatives") torecordation of additional documents including separate endorsements and assignments upon request of Buyer. In addition, (i) solicit Seller hereby irrevocably appoints any officer or initiateemployee of Buyer or its assigns its true and lawful attorney to do and perform every act necessary, requisite, proper, or encourage, directly advisable to be done to put Buyer or indirectly, any inquiries regarding or its assigns in position to enforce the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty payment of the Stockholder in this Agreement untrue or incorrect or preventLoans, burden or materially delay the consummation of the transactions contemplated by its rights under this Agreement. Upon execution , and to carry out the intent of this Agreement, each Stockholder shallincluding, but not limited to, the right to sign, execute, endorse/and or assign and deliver to Buyer or its assigns on behalf of Seller any Mortgage Note, Mortgage, security interest, and shall cause any other Loan document and also any other writing of any other kind or nature whatsoever which may be used in connection therewith to evidence any obligation of Seller or any Borrower to Buyer or its Representatives toassigns, immediately cease pursuant to this Agreement and to endorse any existing activities, discussions check or negotiations other instrument for the payment thereof. This power of attorney is coupled with any parties conducted heretofore with respect an interest and Seller does hereby forever renounce all rights to revoke this power of attorney or any of the foregoingabove conferred upon buyer or its assigns hereby or to appoint any other person to execute the said power. (vi) Each January 1 during the term of this Agreement, commencing January 1, 1998. Seller shall provide to Buyer copies of all current licenses that the Seller then maintains with any state relating to the Seller's mortgage lending business. Each Stockholder will promptly notify Grifols March 1 during the term of the existence of any proposalthis Agreement, discussioncommencing March 1, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly 1998. Seller shall also provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and buyer audited financial statements for the identity of year ended on the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementimmediately preceding December 31.

Additional Covenants. From and after the date (a) Without limitation of any other applicable provision hereof and continuing until the termination or of this any other Transaction Agreement, each Stockholder without the prior written consent of Liberty, United shall not, nor and shall it not permit or authorize any of its Controlled Affiliates to, (i)(A) enter into, or issue, assume or adopt, any Contract that would be or that purports to be binding upon Liberty or any of its Affiliates or any of their respective assets, or (B) enter into, or issue, assume or adopt any material Contract in respect of which any act or omission of Liberty or any of its Affiliates would result in a violation or breach thereof, or constitute (with or without due notice or lapse of time or both), or permit any Person to declare, a default or event of default thereunder, or give rise to any right of termination, cancellation, amendment, acceleration, repurchase, prepayment or repayment or to increased payments thereunder, or give rise to or accelerate any material obligation (including, without limitation, any obligation to, or to offer to, repurchase, prepay, repay or make increased payments) or result in the loss or modification of any material rights or benefits thereunder, or result in any Lien or Restriction on any of the material assets of, or otherwise have any material adverse effect on, United or any of its Affiliates or (ii) amend or modify any Contract described in clause (i) of this sentence; provided however, that this Section 2(a) shall not restrict United or any of its Controlled Affiliates from subjecting itself or any of its Controlled Affiliates to a Change of Control Covenant permitted under Section 3(b) of the Stockholders Agreement. (b) Without limitation of any other applicable provision hereof or of any other Transaction Agreement, United shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, effect any transaction or enter into any Contract of any kind whatsoever between or among United or any of its Subsidiaries, on the one hand, and Old United or any of its Controlled Affiliates, on the other hand, or agree or commit to do any of the foregoing, unless the proposed transaction or Contract has first been approved by the Board by the vote of not less than a majority of the members thereof, which affirmative vote shall include the affirmative vote of a majority of the Class C Directors or Liberty Directors, as the case may be, or by unanimous written consent. (c) Without limitation of any other applicable provision hereof or of any other Transaction Agreement, United shall not, and shall not permit any of its Controlled Affiliates to, directly or indirectly, in whole or in part, sell, assign, transfer, exchange, contribute, pledge, encumber, grant any option with respect to or otherwise dispose of (each, a "DISPOSITION") any of the Belmarken Notes or any interest therein, or any rights under or interest in the Belmarken Loan Agreements (including, without limitation, by Disposition of an interest in a Person that holds any of the foregoing), or agree to do any of the foregoing, unless the proposed Disposition has first been (i) reviewed by the Board, (ii) in the case of a proposed Disposition to any Affiliate of United (including, without limitation, Old United or any of its Affiliates), approved by the Board by the vote of not less than a majority of the members thereof, which affirmative vote shall include the affirmative vote of a majority of the Class C Directors or Liberty Directors, as the case may be, or by unanimous written consent, and (iii) in the case of any other proposed Disposition, approved by the Board. (d) Without limitation of any other applicable provision hereof or any other Transaction Agreement, United shall not effect any amendment, alteration, restatement or repeal of Section 3.12 of the United Bylaws unless the proposed amendment, alteration, restatement or repeal has first been approved by the Board by the vote of not less than a majority of the members thereof, which affirmative vote shall include the affirmative vote of a majority of the Class C Directors or Liberty Directors, as the case may be, or by unanimous written consent. (e) Without limitation of any other applicable provision hereof or any other Transaction Agreement, United hereby agrees as follows: (i) United shall provide to Liberty: (A) within 45 days after the end of each fiscal year of United, a preliminary balance sheet, income statement and consolidated statement of stockholders equity (deficit) of United and its subsidiaries for such fiscal year; (B) within 60 days after the end of each fiscal year of United, a final balance sheet, income statement and consolidated statement of stockholders equity (deficit) of United and its subsidiaries for such fiscal year; (C) within 75 days after the end of each fiscal year of United, draft consolidated financial statements, including related footnotes, of United and its subsidiaries for such fiscal year and a "Management's Discussion and Analysis of Results of Operations and Financial Condition" (in such form as would be included in a Form 10-K filed under the Exchange Act); (D) no later than the 3rd business day prior to the day on which United's Form 10-K shall be filed with the Securities and Exchange Commission (the "Commission") (but, in any event, no later than the 87th day following the end of each fiscal year of United), final audited consolidated financial statements, including related footnotes, of United and its subsidiaries for such fiscal year, which shall be provided to Liberty in paper form and electronic format for inclusion in Liberty's Form 10-K for the relevant fiscal year in the same form in which United shall file the same with its Form 10-K for the relevant fiscal year, and a "Management's Discussion and Analysis of Results of Operations and Financial Condition" (in such form as would be included in a Form 10-K filed under the Exchange Act); (E) within 20 days after the end of each of the first three fiscal quarters of each fiscal year of United, a preliminary income statement of United and its subsidiaries for such fiscal quarter; (F) within 35 days after the end of each of the first three fiscal quarters of each fiscal year of United, a final balance sheet, income statement and consolidated statement of stockholders equity (deficit) of United and its subsidiaries for such fiscal quarter; (G) within 40 days after the end of each of the first three fiscal quarters of each fiscal year of United, draft financial statements, including related footnotes, of United and its subsidiaries for such fiscal quarter, which shall include final numbers that have been reviewed in accordance with Statement of Auditing Standards No. 71 ("SAS 71") (however, it being expressly understood that such auditors will not be required to issue a SAS 71 review report in accordance with such review) by United's auditors, and a "Management's Discussion and Analysis of Results of Operations and Financial Condition" (in such form as would be included in a Form 10-Q filed under the Exchange Act); and (H) within 25 days after the end of each month, (1) United's internal financial reporting package for the prior month, which shall report, at a minimum, revenue and earnings before interest, taxes, depreciation and amortization (including, without limitation, a budget-to-actual comparison) for United's major operating businesses, and (2) an operational statistics report, which shall include non-financial operating data for United's major operating businesses, such as video, telephony and data subscribers, total revenue generating units, homes passed, penetration and other operational statistics used by the management of United to review United's operating results, together with such management's comments regarding any significant financial and non-financial variances. Each of the financial statements referred to clauses (A) through (G) of this Section 2(e)(i) shall be prepared in accordance with generally accepted accounting principles in the United States, consistently applied ("GAAP"), and shall comply in all material respects with the published rules and regulations of the Commission that apply to the preparation of such interim financial statements (pursuant to Article 10 of Regulation S-X) and annual financial statements. In addition, United shall provide to Liberty copies of any certificates certifying compliance by United or any of its subsidiaries with its debt covenants under any indebtedness at the same time as such certificates are supplied to any creditor or bank or to any trustee for distribution to the holders of such indebtedness. (ii) United shall use its best efforts to cause its auditors to cooperate in all reasonable respects with Liberty's auditors to enable them, as principal auditor, to perform and otherwise comply with applicable auditing procedures prescribed by Statement on Auditing Standards, Section 543, including, without limitation: (A) confirming in writing, within 60 days after the end of each fiscal year of Liberty and within 40 days after the end of each of the first three fiscal quarters of each fiscal year of Liberty, the independence of United's auditors under the requirements of The American Institute of Certified Public Accountants and the Commission; (B) meeting, with United's management present or, with the prior approval of United's management, without United's management present, during the first three fiscal quarters of each fiscal year of United, prior to the 5th day before a filing is due with the Commission for the immediately preceding fiscal quarter, with Liberty's auditors to discuss the review procedures followed by United's auditors and the results thereof; (C) meeting, after United's auditors have completed their SAS 71 review of United's third quarter results and preliminary audit testing and have developed their final year end audit plan (expected to be in early to mid December of each calendar year), with United's management present or, with the prior approval of United's management, without United's management present, with Liberty's auditors to review the audit plan and working papers, including the understanding of internal control, the assessment of control risk, any audit testwork supporting significant transactions and any accounting memoranda supporting the application of GAAP, of United's auditors (it being agreed that Liberty's auditors shall have the right to issue specific instructions to United's auditors as to the scope of their audit work, if deemed necessary in the sole discretion of Liberty's auditors); (D) meeting, with United's management present or, with the prior approval of United's management, without United's management present, within 65 days after the end of each fiscal year of Liberty, with Liberty's auditors to discuss the audit procedures followed by United's auditors and the results thereof and to review the working papers of United's auditors, including the understanding of internal control, the assessment of control risk, any audit testwork supporting significant transactions and any accounting memoranda supporting the application of GAAP, including only those items set forth in this item (D) and in item (C) immediately above which were prepared or finalized subsequent to the completion by United's auditors of their SAS 71 interim review of United's third quarter results and completion by United's auditors of their preliminary audit testing; and (E) making available for review by Liberty and its auditors, promptly upon the request of Liberty, the working papers of Old United for the years ended December 31, 2001 and December 31, 2000 to assist in the determination of the appropriate purchase accounting adjustments required to be recorded by Liberty to reflect its acquisition of shares of Old United and/or United, as applicable. (iii) United shall cause its management personnel to (A) meet, within 70 days after the end of each fiscal year of Liberty, with Liberty's auditors to discuss the accounts of United and (B) cooperate with Liberty's auditors in any supplemental tests of such accounts (it being agreed that the determination of the extent of additional procedures, if any, to be applied shall rest solely with Liberty's auditors). (iv) United shall use its best efforts to cause its auditors to provide to Liberty such auditors' written consent to the inclusion of or reliance on their report in any filing made by Liberty with the Commission requiring such consent not more than 24 hours after being provided with a final version of such filing, which efforts shall include, without limitation, the timely provision by United to its auditors of any letters of representations required by such auditors in connection with the delivery of their consent to Liberty and timely provision by Liberty to United and its auditors of preliminary versions of such filing. (v) United shall use its best efforts to (A) cause each of its "significant subsidiaries" (as such term is defined in Rule 1-02 of Regulation S-X) and each of its affiliates (1) which is accounted for using the equity method of accounting and (2) with respect to which Liberty must provide financial disclosure pursuant to Rule 3-09 of Regulation S-X, in each case whether currently owned or hereafter acquired (each such significant subsidiary and affiliate, a "3-09 PERSON"), to provide to Liberty financial statements prepared in accordance with GAAP that meet the requirements of Regulation S-X for inclusion in any filing made by Liberty with the Commission requiring such financial statements prior to the 5th day before such filing shall be made (such filing date to be determined in the sole discretion of Liberty), and (B) cause the auditors of any such 3-09 Person to provide to Liberty such auditors' written consent to the inclusion of or reliance on their report in any such filing not more than 24 hours after being provided with a final version of such filing, which efforts shall include, without limitation, causing such 3-09 Person to provide to its auditors, on a timely basis, any letters of representations required by such auditors in connection with the delivery of their consent to Liberty and timely provision by Liberty to such other auditors of preliminary versions of such filing. The determination as to whether a Person qualifies as a 3-09 Person shall be made in the reasonable judgment of Liberty and its auditors. (vi) United shall not effect any acquisition, merger, exchange or other transaction pursuant to which United would acquire a Person that would qualify as a 3-09 Person, unless such Person can provide to Liberty, within the time frames prescribed by Section 2(e)(v), financial statements prepared in accordance with GAAP that comply in all respects with Regulation S-X, including, without limitation, Rule 3-05 of Regulation S-X. (vii) United shall, and shall use its best efforts to cause each 3-09 Person to, afford to the officers, employees, counsel, auditors and other authorized representatives of Liberty ("Liberty Persons") reasonable access during normal business hours, to its personnel, auditors, books and records and furnish promptly to such Liberty Persons such financial and operating data and other information concerning its business, properties, personnel and affairs as such Liberty Persons will from time to time reasonably request and instruct the officers, directors, employees, agents counsel and auditors of United and each 3-09 Person to discuss business operations, affairs and assets of United and each 3-09 Person and otherwise fully cooperate with each Liberty Person in its review of the business and financial affairs of United and each 3-09 Person, in each case to the extent reasonably necessary to enable Liberty to comply timely with its reporting obligations under the Exchange Act. In addition, if at any time Liberty and its auditors, in their reasonable judgment, determine that the financial statements of United or representatives any 3-09 Person (collectivelyany such Person, the a "RepresentativesNon-Complying Person") towere not prepared in accordance with GAAP, (i) solicit do not comply in all material respects with Regulation S-X or initiate, or encourage, directly or indirectly, any inquiries regarding or will not be provided to Liberty within the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated applicable time frame prescribed by this Agreement. Upon execution Section 2(e), United shall use its best efforts to cause each Non-Complying Person to (A) suspend the services of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.current audito

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Principal Stockholder shall agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officershis or her Affiliates, directorsprior to the Effective Time to sell, employeesassign, agents transfer or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission otherwise dispose of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data create an Encumbrance with respect to, or take any other action permit to knowingly facilitate the making of any proposal that constitutesbe sold, assigned, transferred or may reasonably, be expected to lead tootherwise disposed of, any Alternative ProposalBank Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Bank Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii) with the prior written consent of Heartland and AB&T (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or as Heartland and AB&T may otherwise agree in writing; (ivb) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallnot, and shall cause will not permit any of his or her Affiliates, directly or indirectly (including through its Representatives toRepresentatives), immediately cease to initiate, solicit or encourage any existing activitiesdiscussions, discussions inquiries or negotiations proposals with any parties conducted heretofore third party relating to an Alternate Proposal, or provide any such person with respect to information or assistance or negotiate with any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder person with respect to an Alternative Proposal, and each Stockholder will promptly communicate Alternate Proposal or agree to Grifols or otherwise assist in the terms effectuation of any such proposal, discussion, negotiation Alternate Proposal; (c) not vote or inquiry which it may receive (and will promptly provide to Grifols copies of execute any written materials received by it consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement or any of the other Contemplated Transactions; (d) at the request of Heartland and AB&T, use his or her best efforts to cause any necessary meeting of the Bank’s stockholders to be duly called and held, or any necessary consent of stockholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the other Contemplated Transactions; (e) cause any of his or her Affiliates to cooperate fully with Heartland and AB&T in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (f) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From 10.1 The Company hereby: (a) agrees that it shall not sell, shall have no interest in and after shall not permit the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiatecreation of, or encourage, directly or indirectlysuffer to exist, any inquiries regarding security interest, lien, encumbrance, charge or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making claim of any proposal that constitutesnature, or may reasonablyother than Permitted S&O Liens (as defined in the Supply and Offtake Agreement), be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder Materials; (b) (i) confirms that it will promptly notify Grifols post at the Storage Facilities such reasonable placards as ▇▇▇▇ requests stating that ▇▇▇▇ is the owner of all Materials held in the existence of any proposal, discussion, negotiation Storage Facilities and (ii) agrees that it will take all actions necessary to maintain such placards in place for the Storage Term; (c) acknowledges and agrees that ▇▇▇▇ may file one or inquiry received by such Stockholder more UCC-1 financing statements with respect to an Alternative Proposalthe Materials stored in the Storage Facilities, and each Stockholder will promptly communicate it shall cooperate with ▇▇▇▇ in executing such financing statements as ▇▇▇▇ ▇▇▇▇▇ necessary or appropriate; (d) agrees to Grifols provide all pumping and transfer services with respect to the Storage Facilities and Licensed Premises as ▇▇▇▇ may from time to time request with respect to any Material; (e) agrees to permit ▇▇▇▇ to have full and quiet possession of the Storage Facilities for the use thereof in the storage and/or transportation of the Materials; (f) agrees to permit Aron’s personnel to have rights of access to and egress from the Facility by crossing over, around and about the Facility for any purpose related to this Agreement or the Supply and Offtake Agreement, including but not limited to enforcing its rights and interests under this Agreement and/or in the event of an Event of Default (as defined in the Supply and Offtake Agreement); provided that (i) Aron’s personnel shall follow routes and paths designated by the Company or security personnel employed by the Company, (ii) Aron’s personnel shall observe all security, fire and safety regulations while, in around or about the Facility, and (iii) ▇▇▇▇ shall be liable for any damage directly caused by the negligence or other tortious conduct of such personnel; (g) agrees to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Storage Facilities and Licensed Premises; (h) agrees to replace, maintain and/or repair the Storage Facilities and Licensed Premises or any other part of the Facility affecting the safe and proper use of the Storage Facilities and Licensed Premises by ▇▇▇▇ which may be destroyed or damaged by the elements, acts of God, fire, floods, or any other cause excluding damage or destruction caused by the negligence or tortious conduct of Aron’s personnel; (i) agrees to furnish any and all fuel, power and pumping equipment, together with all personnel necessary to transport Materials in accordance with the terms of this Agreement and/or the Supply and Offtake Agreement; (j) agrees that, in the event of any Crude Oil or Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of any Storage Facilities, the Company shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Company deems appropriate or necessary and shall notify or arrange to notify ▇▇▇▇ immediately of any such proposalspill, discussion, negotiation leak or inquiry which it may receive (discharge and will promptly provide to Grifols copies of any written materials received such operations; (k) agrees that the Company shall from time to time clean the Crude Storage Tanks or Refinery Product Storage Tanks during the Storage Term for the following reasons: to perform maintenance, to perform inspections, in case of an emergency, to ensure product quality or as the Company otherwise deems appropriate in accordance with Applicable Law (including all Environmental Laws) and Accepted Industry Practice. In the event of tank cleaning pursuant to this Section, the Company shall be responsible for the full cost of removing Aron’s Materials, cleaning the applicable tanks and disposing of any contaminants. The Company may identify substitute tank(s) for ▇▇▇▇ during such time that a Crude Storage Tank or Refinery Product Storage Tank is unavailable due to tank cleaning pursuant to this Section and the Parties shall cooperate with respect to the use of the same in a commercially reasonable manner. The transfer of Aron’s Materials from the unavailable Crude Storage Tank or Refinery Product Storage Tank to the substitute tank, as well as any transfer from the substitute tank back to the original Crude Storage Tank or Refinery Product Storage Tank or another tank, shall be at the Company’s sole expense. The Company shall provide any necessary certificates, filings or reports required by it Applicable Law (including all Environmental Laws) or Accepted Industry Practice in connection with the use of any substitute tank. Any such substitute tank(s) will be covered by the terms and conditions of this Agreement. The Company shall, as provided in Section 21, notify ▇▇▇▇ of all events and/or actions covered by or taken pursuant to this Section; (l) agrees that if any Crude Storage Tank or Refinery Product Storage Tank is out of service permanently or for a period longer than in connection with scheduled maintenance, the Company shall take any actions required by Applicable Law (including all Environmental Laws) or Accepted Industry Practice in connection with such proposaltank, discussionincluding any cleaning or providing any necessary certificate, negotiation filings or inquiry) reports, and the identity of the Person making Company shall remove all Materials from such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director tank; and (m) represents and confirm that all representations and warranties of the Company or contained herein shall be true and correct on and as an officer of the Commencement Date. 10.2 ▇▇▇▇ hereby agrees: (a) to permit personnel of the Company acting to have access to the Storage Facilities for operation of the Facility, inspections, safety or maintenance purposes, from time to time and at all times; (b) to replace or repair, at its own expense, any part of the Facility which may be destroyed or damaged through any grossly negligent or tortious act or willful misconduct of ▇▇▇▇, its agents or employees; and (c) to not make any alteration, additions or improvements to the Storage Facilities and Licensed Premises or remove any part thereof, without the prior written consent of the Company, such consent to be at the direction Company’s reasonable discretion. 10.3 Each Party hereby agrees that: (a) it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Law. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon its reasonable request. Each Party also shall immediately notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Materials; and (b) All records or documents provided by any Party to any of the Board other Parties shall, to the best knowledge of Directors such Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to any of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementother Parties no longer are accurate or complete.

Additional Covenants. From and after (a) Except for a Limited Encumbrance, the date hereof and continuing until Claimholder may not dispose of, transfer, assign or cause or permit the termination imposition of this Agreement, each Stockholder shall not, nor shall it permit or authorize any Encumbrance on any of its officersright, directors, employees, agents title or representatives (collectivelyinterest in or relating to the Subject Claim, the "Representatives") toProceeds, or its beneficial interest in the foregoing in whole or in part, including the right to control litigation of the Subject Claims. Before executing a Limited Encumbrance, the Funder shall be provided (i) solicit notice of the Claimholder’s intent to pursue the Limited Encumbrance; and (ii) the option to provide the Claimholder with financing to be obtained through the Limited Encumbrance on the same or initiatesimilar terms, which option must be exercised within forty-five (45) days of its receipt. Limited Encumbrances shall not be used for purposes of Self-Funding. (b) The Claimholder shall meet the Reporting Requirement at all times until this Agreement expires or is otherwise terminated and shall keep the Funder fully and promptly apprised of any material developments in relation to Subject Claim. The Claimholder shall respond fully and promptly to any request by the Funder for non-privileged information regarding Subject Claim. (c) The Claimholder agrees and undertakes that neither it nor any of its Representatives (i) will institute any action, suit, or encouragearbitration separate from the Subject Claim arising from the same facts, directly circumstances or indirectlylaw giving rise to the Subject Claim without the Funder’s knowledge and consent, any inquiries regarding or the submission of, any Alternative Proposalwhich consent may be withheld in Funder’s sole discretion; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or will take any other action step reasonably likely to knowingly facilitate have a materially adverse impact on the making Subject Claim or the Funder’s share of any proposal that constitutes, Proceeds; or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) will take any action which step that would make give any representation Person or warranty of entity an interest in the Stockholder in this Agreement untrue Subject Claim or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated potential Proceeds except as otherwise permitted by this Agreement. Upon execution . (d) The Claimholder covenants to cooperate in the prosecution of the Subject Claim, including by promptly and fully assisting its Legal Representatives as reasonably necessary to conduct and conclude the Subject Claim. (e) The Claimholder shall not negotiate for or accept any other third party investment, financing or funding of any type (including debt, equity or otherwise), from whatever source, and whether or not in cash, in connection with the Subject Claim without the prior written consent of the Funder, which consent may be withheld in Funder’s sole discretion, except after following the procedures of Section 5.7 and Section 11.4(a), as applicable. (f) The Claimholder shall immediately disclose to the Funder any material information related to any actual or potential conflicts of interests arising out of the Claimholder’s interests in Subject Claim and any material information known to the Claimholder related to any actual or potential conflicts of interests arising out of any interests in Subject Claim. (g) The Claimholder shall use reasonable care to manage all Fees and Expenses and review all invoices relating thereto to ensure that they are reasonable. (h) The Claimholder shall ensure that no Proceeds are or will be released except in accordance with this Agreement. (i) In consideration of Funder’s willingness to make available the Investment Funds, each Stockholder shall, the Claimholder hereby grants Funder and shall cause its Representatives to, immediately cease Affiliates a right of first refusal (the “Debt ROFR”) entitling the Funder or its Affiliates to repay all or any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any portion of the foregoingClaimholder’s outstanding indebtedness for borrowed money (“Covered Debt”) , which indebtedness is more specifically described in the Claimholder’s filings with the United States Securities and Exchange Commission. Each Stockholder will promptly notify Grifols If the Claimholder or any other Person intends to repay the Covered Debt, the Claimholder shall deliver written notice of such intention (the “ROFR Notice”) to Funder at least ten (10) Business Days prior to the date (the “Intended Repayment Date”) on which the Claimholder or such other Person intends to repay the Covered Debt. If Funder desires to exercise the Debt ROFR and repay the Covered Debt, Funder must (i) deliver written notice of its desire to exercise the Debt ROFR (an “Exercise Notice”) to the Claimholder within five (5) Business Days after Funder’s receipt of the existence ROFR Notice and (ii) pay or cause to be repaid the Covered Debt on or before the Intended Repayment Date. If Funder fails to deliver an Exercise Notice to the Claimholder within five (5) Business Days after Funder’s receipt of the ROFR Notice, Funder will be deemed to have elected not to exercise the Debt ROFR. The Debt ROFR may be exercised (or not) by Funder or its Affiliates in its absolute discretion. Notwithstanding the foregoing, the Debt ROFR will not apply to (x) any proposal, discussion, negotiation or inquiry received renegotiation by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols Claimholder of the terms of any Covered Debt with the existing holder of such proposal, discussion, negotiation Covered Debt or inquiry which it may receive (and will promptly provide y) any repayment by Claimholder of Covered Debt owed to Grifols copies an Affiliate of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementClaimholder.

Additional Covenants. From Section 5.01. Each Stockholder covenants and after agrees for the date hereof and continuing benefit of Magic Hat that, until the termination Termination Date, such Stockholder: (a) covenants and agrees for the benefit of Magic Hat that until the Termination Date, it shall use all commercially reasonable efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Definitive Agreement; (b) shall not other than as expressly contemplated by this Agreement, each Stockholder shall notgrant any powers of attorney or proxies or consents in respect of any Insider Shares, nor shall it permit or authorize deposit any of its officerssuch Insider Shares into a voting trust, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any a voting agreement with respect to any Alternative Proposal of such shares or approve otherwise restrict or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty adversely affecting the ability of such Stockholder freely to exercise all voting rights with respect thereto; and (c) shall not except as expressly permitted by the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Definitive Agreement, each Stockholder shalldirectly or indirectly through his agents and representatives, and shall cause its Representatives initiate, solicit or encourage, any inquiries or the making or implementation of any Alternative Transaction (as defined in the LOI), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Transaction, or otherwise facilitate any effort or attempt to make or implementation Alternative Transaction; and, except as expressly permitted by the Definitive Agreement, such Stockholder shall (i) immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder foregoing and will promptly notify Grifols take the necessary steps to inform his or her agents and representatives of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing obligations undertaken in this Section 1.5 shall 5.01(b), and (ii) notify Magic Hat promptly if any such inquiries or proposals are received by him, any such information is requested from him, or any such negotiations or discussions are sought to be a limitation on any Stockholder initiated or Representative thereof serving as a director continued with him. Section 5.02. Magic Hat covenants and agrees for the benefit of the Company Stockholders that, subject only to the provisions of Sections 1.01(b) and 2.05(c), until the Termination Date, it shall use all commercially reasonable efforts to take, or as cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Definitive Agreement; provided, however, that nothing in this Section 5.02 or any other provision of this Agreement is intended, nor shall it be construed, to limit or in any way restrict Magic Hat’s right or ability to exercise any of its rights under this Agreement, the Definitive Agreement or otherwise in an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementAlternative Transaction.

Additional Covenants. From (a) Subject to Section 6 hereof and after to the provisions of the Pre-Notification Agreement, the Vendor hereby covenants to and with the Purchaser that from the date hereof and continuing until the termination earlier of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, date upon which (i) solicit the Offeror having taken up and paid for the Shares deposited under the Offer, (ii) the Offeror having abandoned the Offer or initiate(iii) this Agreement having been terminated pursuant to Section 8 hereof, or encouragethe Vendor shall: (i) not, directly or indirectly, take any inquiries regarding action of any kind which might reasonably be expected to reduce the likelihood of success of, or delay or interfere with the take-up of and payment for the Shares deposited under the Offer or the submission ofsuccessful completion of the Offer, including, but not limited to, any Alternative Proposal; (ii) action to solicit, assist or knowingly encourage enquiries, submissions, proposals or offers from any other person, entity or group of persons relating to, and will not continue or participate in any discussions or negotiations regarding, regarding or furnish to any Person other person, entity or group of persons any information or data with respect to, or take otherwise co-operate in any way with or assist or participate in, or facilitate or encourage any effort or attempt with respect to: (A) the direct or indirect acquisition or disposition of all or any Shares or any other action to knowingly facilitate securities of the making Corporation or its Subsidiaries; or (B) any amalgamation, merger, sale of all or any proposal that constitutespart of the Corporation or any of its Subsidiaries' assets, take-over bid, tender offer, plan of arrangement, issuer bid, reorganization, dividend or distribution, recapitalization, liquidation or winding-up of, or may reasonablyother business combination or similar transaction involving, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal the Corporation or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of its Subsidiaries or their respective assets; (ii) use all reasonable commercial efforts to assist the foregoing. Each Stockholder will promptly notify Grifols of Offeror to successfully complete the existence of Offer and any proposalSubsequent Acquisition Transaction, discussionincluding co-operating with the Offeror in making all requisite regulatory filings (including, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposalwithout limitation, and each Stockholder will promptly communicate to Grifols under the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiryCompetition Act) and in obtaining all requisite regulatory approvals (whether before or after the identity of take-up and payment for Shares under the Person Offer) in relation thereto, in making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on and successfully completing the Offer and any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company Subsequent Acquisition Transaction. (b) The Purchaser, for itself and in such capacity taking any action for and on behalf of the Company Offeror, covenants and agrees that, unless the Vendor shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement: (i) the Purchaser or the Offeror shall take up the Vendor Shares deposited into the Offer and pay for such Vendor Shares as soon as practicable after the Effective Date; (ii) in the event that the Company is permitted to take Purchaser or the Offeror increases the consideration per Common Share offered under the Merger AgreementOffer (but, for greater certainty, excluding any greater consideration paid as a result of any proceeding in respect of fair value under the Canada Business Corporations Act), the Purchaser or the Offeror will pay such increased consideration to the Vendor in respect of all Vendor Shares tendered, notwithstanding that such Vendor Shares have previously been taken up and paid for by the Purchaser or the Offeror.

Additional Covenants. From a. It shall be a breach of ethical standards for a person to be retained, or to retain a person, to solicit or secure a state contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies maintained by the contractor for the purpose of securing business. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby covenants and after the date hereof and continuing until the termination of agrees that no person shall: (i) be excluded from participation in, or be denied benefits of, this Agreement, each Stockholder shall notor (ii) be excluded from employment, nor shall it permit or authorize denied any of its officersthe benefits of employment or otherwise be subjected to discrimination on the grounds of handicap or disability, directorsage, employeesrace, agents color, religion, sex, national origin or representatives (collectivelyancestry, the "Representatives") or any other classification protected by federal, Arkansas state constitutional, or statutory law. ▇▇▇▇▇▇ agrees to, upon request, show proof of such nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ further agrees to maintain documentation for all charges against OAL under this Agreement or any modifications or amendments thereto. The books, documents, papers, accounting records, and other evidence pertaining to products and/or services to be provided or performed or money received under this Agreement shall be: (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or maintained for a period of five (5) full years from the submission of, any Alternative Proposaldate of the final payment; and (ii) participate subject to audit or inspection at any reasonable time and upon reasonable notice by OAL or its duly appointed representatives. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to make such materials available at its offices, and copies thereof shall be furnished to OAL or its duly appointed representative by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, at no cost to OAL or its duly appointed representative, if requested by OAL or its duly appointed representative. Such records shall be maintained in accordance with any discussions applicable provisions of generally accepted accounting principles (or negotiations regardingother applicable accounting principles or policies) and any other applicable procedures established by OAL from time to time. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and OAL shall be bound to confidentiality of any information that its employees may become aware of during the course of performance of contracted services. Consistent and/or uncorrected breaches of confidentiality may constitute grounds for cancellation of the Contract. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants that its performance under the Contract will not knowingly infringe any patent, copyright, trademark, service ▇▇▇▇, or furnish to any Person any information or data with respect to, or take other intellectual property rights of any other action to knowingly facilitate person or entity and that it will not constitute the making unauthorized use or disclosure of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence trade secret of any proposal, discussion, negotiation other person or inquiry received by such Stockholder with respect to an Alternative Proposal, entity. e. The parties further agree that any and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry all disputes which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in arise from this Section 1.5 Contract shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company governed and in such capacity taking any action on behalf of the Company that the Company is permitted to take resolved under the Merger AgreementOAL Rules for Claims in Contracts or Torts.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives"a) to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty Except for transactions approved by a majority of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction disinterested directors of the Board of Directors Directors, neither the Seller nor any of its Subsidiaries shall enter into any transaction with any director, officer, employee or holder of more than 5% of the Company and in such capacity taking outstanding capital stock of any action on behalf class or series of capital stock of the Company Seller or any of its Subsidiaries, member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person, or member of the family of any such person, is a director, officer, trustee, partner or holder of more than 5% of the outstanding capital stock thereof, with the exception of transactions which are consummated upon terms that are no less favorable than would be available if such transaction had been effected at arms-length, in the Company is permitted reasonable judgment of the Board of Directors. (b) The Seller shall timely prepare and file with the Securities and Exchange Commission the form of notice of the sale of securities pursuant to the requirements of Regulation D regarding the sale of the Notes and Warrants under this Agreement. (c) The Seller shall timely prepare and file such applications, consents to service of process (but not including a general consent to service of process) and similar documents and take such other steps and perform such further acts as shall be required by the U.S. state securities law requirements of each jurisdiction where a Purchaser resides as indicated on Schedule 1 (if any) with respect to the sale of the Notes and Warrants under this Agreement. (d) Neither the Seller nor any of its Affiliates, nor any Person acting on its or their behalf, shall directly or indirectly make any offers or sales of any securities or solicit any offers to buy any securities under circumstances that would cause the loss of the 4(2) exemption under the Merger AgreementSecurities Act for the transactions contemplated hereby. Subject to any consent or approval rights of the Purchasers hereunder, in the event the Seller contemplates an offering of its equity or debt securities within six months following the Closing Date, the Seller agrees that it shall notify the Purchasers of such offering (without providing any material non-public information to any Purchaser without its prior approval) and obtain the prior written consent of Purchasers.

Additional Covenants. From (a) The Company, recognizing that the Holder is changing its position in reliance on this Agreement, covenants and agrees that: (i) for a period of 124 days following the date of this Agreement, it will not, directly or indirectly, file a petition under any Bankruptcy Law or make a general assignment for the benefit of its creditors under applicable law; and (ii) if, at any time after the date hereof, the Company, directly or indirectly, becomes a debtor in any proceeding under any Bankruptcy Law or makes a general assignment for the benefit of its creditors under applicable law: (A) it will not attempt to recover, or suffer to exist any application or action to recover, any payment received by the Holder pursuant to this Agreement or otherwise; (B) such petition or proceeding (if voluntary), assignment or application or action shall have been filed, made or brought in bad faith and in violation of this Agreement, and shall be deemed to have been so filed, made or brought by the bankruptcy or other applicable court, unless, in the case of any such voluntary federal bankruptcy petition or proceeding (but not any petition, proceeding, application or action to recover any payment received by the Holder pursuant to this Agreement or otherwise), the Company can establish to the reasonable satisfaction of the Holder that such petition or proceeding was (x) attributable to a material adverse change with respect to the Company's financial condition that was not foreseeable as of the date hereof and (y) necessary for the survival of the Company (such a petition or proceeding, a "Qualified Proceeding") (it being understood that, for the avoidance of doubt, a Qualified Proceeding constitutes a federal bankruptcy proceeding for purposes of, and subject to, Sections 1(b)(iv)(B) and 1(b)(iv)(C) hereof); (C) it will consent to the dismissal of any such petition or proceeding (except for any such Qualified Proceeding) or any proceeding with respect to any such assignment, application or action; (D) in the case of any such assignment, it will consent to the discharge of the assignee and the authorization of the assignee to release the estate to it; and (E) in addition to any rights the Holder may have under the Payoff Documents, at law or in equity, the Holder shall have the right (and the Company will interpose no objection thereto and hereby waives its rights with respect thereto) to request and receive from the bankruptcy court or any other court of competent jurisdiction, a dismissal of such bankruptcy or other proceeding (except for any such Qualified Proceeding) or such a discharge and release. (b) Nothing in this Agreement or any of the other Payoff Documents shall be deemed in any way to limit or restrict any of the Holder's rights to seek in a bankruptcy court or any other court of competent jurisdiction any relief the Holder may deem appropriate in the event that a voluntary or involuntary petition under any Bankruptcy Law is filed by or against the Company or in the event the Company makes a general assignment for the benefit of its creditors. (c) The Company acknowledges and agrees that the representations, acknowledgments, agreements and warranties in this Agreement and the other Payoff Documents have been made by the Company as a material inducement to the Holder to enter into this Agreement, that the Holder is relying on such representations and warranties, that the Holder is changing its position in reliance thereon and that the Holder would not enter into this Agreement without such representations, acknowledgments, agreements and warranties. (d) Prior to the Forgiveness Date, if at any time the Company shall disclose to a third party the existence or forgiveness of debt owed to the Holder by the Company, then the Company shall also disclose to such third party the contingent forgiveness of debt described in Sections 1(b) and 1(c) hereof. (e) The Company agrees that if it makes a voluntary bankruptcy filing or otherwise violates its obligations under this Section 4 and any amount is recovered from the Holder or any of its affiliates in a bankruptcy or other proceeding involving the Company or any of its creditors, then the Company shall be obligated to pay the recovered amount to the Holder and all related costs and expenses of the Holder (including reasonable legal fees and expenses). (f) On the date of this Agreement, the Company shall pay in full the invoice of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ for services rendered to the Holder in connection with this matter. (g) The Company agrees that, from and after the date hereof and continuing until the termination of this AgreementForgiveness Date, each Stockholder it shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, use any inquiries regarding or Remaining Restructuring Plan Proceeds (as defined below) for any purpose other than to fund the submission operations of, any Alternative Proposal; (ii) participate in any discussions or negotiations regardingto invest in, or furnish to any Person any information or data with respect tothe Company's and its subsidiaries' business, or take any other action to knowingly facilitate the making make mandatory payments of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallprincipal and interest on, and shall cause its Representatives toother payments required in respect of, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors indebtedness of the Company and in such capacity taking any action its subsidiaries and to pay dividends on behalf and purchase or redeem shares of the Company Company's Series B Preferred Stock in accordance with its Restated Certificate of Incorporation, as amended. The term "Remaining Restructuring Plan Proceeds" means: (i) any and all proceeds from the Restructuring Plan that are not used on or after the Company is permitted date hereof to take (x) make mandatory payments of principal of and interest on indebtedness of the Company, (y) make payments not in excess of U.S. $106,000 in the aggregate in respect of dividends on the Company's Series B Preferred Stock or (z) pay related fees and expenses of the Restructuring Plan; and (ii) any and all amounts available as of the date hereof under the Merger AgreementCompany's senior secured revolving line of credit. The Company agrees to confirm in writing to the Holder its compliance with this Section 4(g), and to provide the Holder with evidence of such compliance, in each case as the Holder may reasonably request from time to time.

Additional Covenants. From (a) Notwithstanding any other provision of this Agreement or the Merger Agreement to the contrary (but excluding actions specifically contemplated by this Agreement and after the date hereof Merger Agreement), and continuing until in addition to the termination rights granted to the holders of Exchange Securities pursuant to this Agreement and any other voting rights granted by law to the holders of the Exchange Securities, without the consent of the holders of a majority of the Exchange Securities (which consent, in the case of clauses (ii) through (v) below, will not be unreasonably withheld), Silver King will not (and will not cause or permit any of its subsidiaries to) cause or permit the Surviving Corporation or any of its subsidiaries to take any action that would, or could reasonably be expected to, or fail to take any action which failure would or could reasonably be expected to: (i) make the ownership by any holder of the Exchange Securities or any other material assets of such holder unlawful or result in a violation of any law, rule, regulation, order or decree (including the FCC Regulations) or impose material additional restrictions or limitations on such holder s full rights of ownership of the Exchange Securities or the ownership of its other material assets or the operation of its businesses (provided, that for purposes of the foregoing, to the extent that a condition, restriction or limitation upon Silver King or the Surviving Corporation or their respective subsidiaries relates to or is based upon or would arise as a result of, any action or the consummation of a transaction by the Liberty Group, such condition, restriction or limitation shall be deemed to be such a condition, restriction or limitation on the Liberty Group (regardless of whether it is a party to or otherwise would be legally obligated thereby) to the extent that the taking of an action or the consummation of a transaction by the Liberty Group would result in BDTV, Silver King, or any of their respective subsidiaries being in breach or violation of any law, rule, regulation, order or decree or otherwise causing such rule, regulation, order or decree to terminate or expire or would otherwise result in Liberty HSNs ownership of the Exchange Securities or any other material assets being illegal or in violation of any law, rule, regulation, order or decree); (ii) cause the acquisition or ownership by any holder of any Exchange Securities (upon the exchange of Liberty HSN's shares of HSN Common Stock and HSN Class B Stock for Silver Sub shares pursuant to Section 1.1 of the Merger Agreement immediately prior to the Effective Time or upon any subsequent exchange or conversion of Surviving Common Stock or Surviving Class B Stock (other than in connection with an Exchange)) to be taxable to such holder; (iii) cause the Exchange of Exchange Securities for Silver King Securities and/or Redeemable Capital Stock or Redemption Securities to be a taxable transaction to the holder thereof; (iv) result in the Surviving Corporation being unable to pay its debts as they become due or becoming insolvent; or (v) otherwise restrict, impair, limit or otherwise adversely affect the right or ability of a holder of Exchange Securities at any time to exercise the Exchange Right under this Agreement (including, but not limited to, any repurchase of shares of Silver King Securities by Silver King); provided, however, that with respect to clauses (ii) and (iii) hereof, if (x) such acquisition, ownership or Exchange is taxable to a holder of the Exchange Securities as a result of (1) any action or failure to act by such holder (other than due to an action or inaction by the Liberty Group or such holder specifically contemplated or required by this Agreement, each Stockholder the Merger Agreement, or the Stockholders Agreement), (2) the laws and regulations in effect at the Effective Time or (3) any difference in the tax position of an Eligible Holder relative to the tax position of Liberty HSN or (y) the taxes applicable to such acquisition, ownership or exchange would have accrued or been payable by Liberty HSN had all of the Exchange Securities been issued to Liberty HSN in the Merger at the Effective Time, then compliance with the covenants set forth in such clauses (ii) and (iii) shall notbe deemed waived by such holder of Exchange Securities and provided, nor shall it permit or authorize any of its officersfurther, directors, employees, agents or representatives (collectively, that with respect to the "Representatives") to, covenants set forth in clauses (i) solicit and (v) hereof, such covenants shall not apply to any such consequence that would be suffered or initiateotherwise incurred by a holder of Exchange Securities, solely as a result of such holder being subject to additional or different regulatory restrictions and limitations than those applicable to Liberty HSN. (b) If the Exchange of Exchange Securities is taxable to an Eligible Holder as a result of a change in law or regulation or as a result of any action taken by Silver King (but not due to an action or unreasonable inaction by such holder (other than due to an action or inaction specifically contemplated or required by this Agreement, the Merger Agreement, or encouragethe Stockholders Agreement)) after the Effective Time Silver King acknowledges and agrees that it shall be obligated to provide to such holder upon such Exchange of Exchange Securities, directly a number of additional shares of Silver King Securities sufficient on an after-tax basis to pay any such resulting tax; provided, however, that Silver King shall have no obligation under this paragraph (b) to the extent such Exchange is taxable to an Eligible Holder solely as a result of any difference in the tax position of such Eligible Holder relative to the tax position of Liberty HSN. (c) So long as any Exchange Securities are outstanding, Silver King shall not declare or indirectly, pay any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regardingcash dividends, or furnish make any distribution of its properties or assets to any Person any information the holders of Silver King Securities (other than a distribution of Silver King Securities which is tax free to the holders of Silver King Securities) or data with respect tocause, or take any other action permit to knowingly facilitate occur, a Redemption Event, unless prior thereto Silver King shall have made arrangements reasonably acceptable to the making holders of any proposal that constitutes, or may reasonably, be expected the Exchange Securities to lead to, any Alternative Proposal; (iii) enter into any agreement protect such holders with respect to any Alternative Proposal adverse tax consequence incurred by such holder (other than the obligation of such holder to pay tax solely in respect of (i) the amount of such dividend or approve or resolve to approve any Alternative Proposal; distribution or (ivii) take the amounts received pursuant to such Redemption Event, in each case as if such holder had been a holder of Silver King Securities on and after the Effective Date), resulting from the declaration and payment of such dividend or the making of such distribution or such Redemption Event; provided, however, that Silver King shall have no obligation under this paragraph (c) to the extent such adverse tax consequence is incurred by an Eligible Holder solely as a result of any action difference in the tax position of such Eligible Holder relative to the tax position of Liberty HSN. (d) So long as any Exchange Securities are outstanding, Silver King will not (i) merge with or into any person, or consolidate with any person, (ii) sell or transfer to another corporation or other person the property of Silver King as an entirety or substantially as an entirety, or (iii) otherwise engage in any statutory exchange of Silver King Securities with another corporation or other person, in each case as a result of which shares of Silver King Securities would make be reclassified or converted into the right to receive stock, securities or other property (including cash) or any representation or warranty combination thereof, unless in connection with any such transaction (and immediately prior to the consummation thereof) each holder of the Stockholder in this Agreement untrue Exchange Securities would be entitled to exchange all Exchange Securities for Silver King Securities (and own and exercise full rights of ownership of such Silver King Securities following such transaction) or incorrect or prevent, burden or materially delay the consummation each holder of such Exchange Securities would be entitled to own and exercise full rights of ownership of the transactions contemplated stock, securities or other property receivable by a holder of the number and kind of Silver King Securities receivable by such holder upon such Exchange of Exchange Securities; provided, however, that Silver King shall have no obligation under this Agreement. Upon execution paragraph (d) to the extent that Liberty HSN would be entitled to own and exercise such rights had Liberty HSN held all outstanding Exchange Securities at the time of this Agreement, each Stockholder shall, such transaction. (e) Silver King shall not become a party and shall cause not permit any of its Representatives to, immediately cease subsidiaries to become a party to any existing activities, discussions or negotiations with any parties conducted heretofore transaction with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols foregoing unless the terms of any the agreements relating to such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity transaction include obligations of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in applicable parties consistent with this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement7.9.

Additional Covenants. From The Seller hereby covenants and agrees that it shall cause to be delivered on or before October 31, 2007 to each of the addressees referenced in this Section 4, a favorable opinion, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of King & Spalding LLP, counsel for Seller, the Originators and the Servicer, covering certain UCC perfection and priority matters (or, as agreed to by the Administrator and each Purchaser Agent, a bring down opinion relative to the opinion delivered by such counsel under the Second Amended and Restated Receivables Purchase Agreement). Each of the following shall be a “Termination Event”: (a) (i) the Seller, FleetCor, any Originator or the Servicer shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document and, except as otherwise provided herein, such failure shall continue for 30 days after the date hereof earlier of any such Person’s knowledge or notice thereof or (ii) the Seller or the Servicer shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document and continuing until such failure shall remain unremedied for 3 Business Days; (b) FleetCor (or any Affiliate thereof) shall fail to transfer to any successor Servicer, when required, any rights pursuant to this Agreement that FleetCor (or such Affiliate) then has as Servicer; (c) any representation or warranty made or deemed made by the termination Seller, the Servicer or any Originator (or any of their respective officers) under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by the Seller, the Servicer or any Originator pursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; (d) the Seller or the Servicer shall fail to deliver (i) any Monthly Information Package when due pursuant to this Agreement, and such failure shall remain unremedied for five Business Days after the earlier of such Person’s knowledge or notice thereof or (ii) any Weekly Information Package when due pursuant to this Agreement, and such failure shall remain unremedied for two Business Days after the earlier of such Person’s knowledge or notice thereof; (e) this Agreement or any purchase or reinvestment pursuant to this Agreement shall for any reason: (i) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and enforceable first priority perfected undivided percentage ownership or security interest to the extent of the Purchased Interest in each Stockholder Pool Receivable, the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, or (ii) cease to create with respect to the Pool Assets, or the interest of the Administrator (for the benefit of the Purchasers) with respect to such Pool Assets shall notcease to be, nor a valid and enforceable first priority perfected security interest, free and clear of any Adverse Claim; (f) the Seller, FleetCor, the Servicer or any Originator shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller, FleetCor, the Servicer or any Originator seeking to adjudicate it permit a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, FleetCor, the Servicer or any Originator shall take any corporate action to authorize any of its officers, directors, employees, agents or representatives the actions set forth above in this paragraph; (collectively, the "Representatives"g) to, (i) solicit or initiatethe (A) Adjusted Default Ratio shall exceed 2.50%, (B) Delinquency Ratio shall exceed 5.00%, (ii) the average for three consecutive calendar months of: (A) the Adjusted Default Ratio shall exceed 2.00%, (B) the Delinquency Ratio shall exceed 4.00%, or encourage(C) the Dilution Ratio shall exceed 1.50%, (iii) Days’ Sales Outstanding exceeds 45 days, (iv) the average for three consecutive calendar months of the BP Payment Rate shall fall below 50.00% or (v) the average for three consecutive calendar months of the Chevron Payment Rate shall fall below 50.00%; (h) a Change in Control shall occur; (i) the Purchased Interest shall exceed 100% for two (2) Business Days; (j) (i) the Seller, FleetCor or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $10,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt (whether or not such failure shall have been waived under the related agreement); (ii) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument (whether or not such failure shall have been waived under the related agreement), if the effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt, or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case before the stated maturity thereof; (k) either the Internal Revenue Service or the Pension Benefit Guaranty Corporation shall have filed one or more notices of lien asserting a claim or claims in an amount in excess of $250,000 pursuant to the Internal Revenue Code, or ERISA, as applicable, against the assets of Seller, any Originator, FleetCor or any ERISA Affiliate; (l) at the end of any fiscal quarter of Holdings, beginning with the fiscal quarter ending on September 30, 2007, Holdings’ Leverage Ratio for the fiscal period set forth below ending on the last day of such fiscal quarter shall be less than the ratio set forth below for such period: July 1, 2007 through September 30, 2007 3.00:1 October 1, 2007 through December 31, 2007 2.75:1 January 1, 2008 through September 30, 2008 2.50:1 October 1, 2008 through December 31, 2010 2.25:1 January 1, 2011 and thereafter 2.00:1 (m) Holdings or FleetCor shall fail to perform any of its obligations under the Performance Guaranty; (n) at the end of any fiscal quarter of Holdings, beginning with the fiscal quarter ending on March 31, 2006, Holdings’ Interest Coverage Ratio for any fiscal quarter ending on the last day of such fiscal quarter shall not be less than 4.00:1; (o) [Reserved]; (p) the Servicer shall amend, modify, waive or supplement any provision of the Chevron Card Program Master Agreement or any document executed and delivered in connection therewith in a manner that adversely affects, directly or indirectly, Servicer’s rights or remedies or Chevron’s obligations, as the case may be, under Sections 13.01(g), 13.07(a) or 13.22 of the Chevron Card Program Master Agreement, without the prior written consent of the Administrator; (q) at the end of any inquiries regarding fiscal year of Holdings, beginning with the fiscal year ending on December 31, 2006, (i) the sum of the aggregate amounts of Capital Expenditures made by Holdings and each of the Originators shall exceed the amount set forth opposite such fiscal year: 2006 $ 8,500,000 2007 $ 10,000,000 2008 $ 16,000,000 2009 $ 16,000,000 2010 $ 16,000,000 2011 $ 16,000,000 2012 $ 16,000,000 2013 $ 16,000,000 or the submission of, any Alternative Proposal; (ii) participate the sum of the aggregate amounts of Capital Expenditures made by all Foreign Subsidiaries during any fiscal year shall exceed $6,000,000; provided, that notwithstanding anything to the contrary contained in this clause (q)(i) or (ii), to the extent that the aggregate amount of Capital Expenditures made by Holdings and each of the Originators or by the Foreign Subsidiaries, as the case may be, in any discussions or negotiations regardingfiscal year is less than the amount set forth in the applicable fiscal year, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making amount of any proposal that constitutes, or such difference (the “Rollover Amount”) may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated carried forward and used by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, Holdings and each Stockholder will promptly communicate Originator or by the Foreign Subsidiaries, as the case may be, to Grifols make Capital Expenditures made in a succeeding fiscal year (with the terms amount of any Capital Expenditures made in such proposalsucceeding fiscal year being applied first to the Rollover Amount); or (r) the Chevron Transition Agreement shall expire or terminate or shall otherwise cease to be in full force and effect and either (i) an alternate sub-servicing agreement in form and substance (including, discussionwithout limitation, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal acting as Sub-Servicer or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action agent on behalf of the Company that Servicer thereunder) reasonably satisfactory to the Company is permitted to take Purchaser Agents shall not have been executed in substitution thereof or (ii) the Servicer shall not have commenced servicing the receivables formerly serviced by the Person acting as Sub-Servicer under the Merger AgreementChevron Transition Agreement pursuant to guidelines and policies which have been approved in writing by each of the Purchaser Agents. 1. General Credit Policy Statement 3 2. New Account Origination 3

Additional Covenants. From Mortgagor: (a) will diligently perform and after observe all of the date hereof terms, covenants and continuing until conditions of the termination Ground Lease required to be performed and observed by the Mortgagor as such Lessee, unless such performance observance shall have been waived or not required by the Ground Lessor, to the end that all things shall be done which are necessary to keep unimpaired the Mortgagor's rights as Lessee under the Ground Lease; (b) will promptly notify the Mortgagee in writing of any default by the Ground Lessor in the performance or observance of any of the terms, covenants or conditions on the part of Ground Lessor to be performed or observed, or of the occurrence of any event, regardless of lapse of time, of the character specified in subsection (a) of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives Section; (collectively, the "Representatives"c) to, will promptly (i) solicit advise the Mortgagee in writing of the giving of any notice by the Ground Lessor to the Mortgagor, as Lessee, of any default by the Mortgagor, as such Lessee, in the performance or initiateobservance of any of the terms, covenants or encourageconditions of the Ground Lease on the part of the Mortgagor, directly as Lessee thereunder, to be performed or indirectlyobserved, any inquiries regarding or the submission of, any Alternative Proposal; and (ii) participate in any discussions deliver to the Mortgagee a true copy of each such notice; (d) will, promptly after the execution and delivery of this Mortgage or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutesinstrument or agreement supplemental thereto, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty notify the Lessor in writing of the Stockholder in this Agreement untrue execution and delivery thereof and deliver to the Ground Lessor a copy of each such instrument or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder agreement; (e) will promptly notify Grifols the Mortgagee in writing in the event of the existence initiation of any proposal, discussion, negotiation litigation or inquiry received by such Stockholder with respect arbitration proceeding under and pursuant to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity provisions of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director Ground Lease; and (f) will, within thirty (30) days after written demand by the Mortgagee, seek to obtain from the Lessor and furnish to the Mortgagee an estoppel certificate of the Company or as an officer of Ground Lessor in the Company acting at form provided for in the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementGround Lease.

Additional Covenants. From 6.1 The Company covenants and agrees with the Underwriters that it shall: (a) file with the Exchanges all required documents and pay all required filing fees, and do all things required by the rules and policies of the Exchanges, in order to obtain prior to the Closing Date the requisite acceptance or approval of the Exchanges for: (i) the Offering and the grant of the Compensation Option; and (ii) the conditional listing of the Purchased Shares, the Additional Common Shares and the Compensation Shares subject only to Standard Listing Conditions, which the Company agrees to fully satisfy in a timely manner forthwith after the Closing; (b) with respect to the filing of the Prospectuses as contemplated herein, fulfill all legal requirements required to be fulfilled by the Company in connection therewith, in each case in form and substance satisfactory to the Underwriters as evidenced by the Underwriters’ execution of the certificates attached thereto; (c) prior to the completion of the Offering, allow the Underwriters to review the Offering Documents and conduct all due diligence which the Underwriters may reasonably require in order to fulfill their statutory obligations as underwriters and in order to enable them to execute, acting prudently and responsibly, the certificates required to be executed by the Underwriters in such documents, including, without limitation, all corporate and operating records, documentation with respect to Property Rights, technical information, financial information (including budgets), copies of the financial statements to be incorporated by reference in the Prospectuses and access to key officers of the Company; (d) during the period prior to the completion of the Offering, promptly notify the Underwriters in writing of: (i) any material change (actual, contemplated or threatened) in the business, affairs, operations, assets or liabilities (contingent or otherwise) prospects, financial position or capital or ownership of the Company or proposed ownership of the Company (other than a change disclosed in the Prospectuses); and (ii) any change which is of such a nature as to result in a misrepresentation in either of the Prospectuses or any amendment thereto; and any material fact that has arisen or been discovered and that would be required to have been disclosed in the Prospectuses or in Supplementary Material had that fact arisen or been discovered on or prior to the date hereof of the Prospectuses or any Supplementary Material, which change or fact is, or may be, of such a nature as to render the Prospectuses or any Supplementary Material misleading or untrue in any material respect or would result in any of such documents containing a misrepresentation, as defined under Applicable Securities Laws, or which would result in any of such documents not complying in any material respect with any of the Applicable Securities Laws or which change would reasonably be expected to have a significant effect on the market price or value of the Purchased Shares or Additional Common Shares. The Company shall in good faith discuss with the Underwriters any change in circumstances (actual or proposed within the knowledge of the Company) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this subsection and, in any event, prior to making any filing; (e) deliver to the Underwriters duly executed copies of any Supplementary Material required to be filed by the Company in accordance with subsection (d) above and, if any financial or accounting information is contained in any of the Supplementary Material, an additional Comfort Letter to that required by subsection (k) below; (f) cause commercial copies of the Prospectuses, the U.S. Memorandum and continuing until Supplementary Material to be delivered to the termination Underwriters without charge, in such quantities and in such cities as the Underwriters may request, as soon as possible after the filing of the Preliminary Prospectus, Final Prospectus or Supplementary Material, as the case may be, but in any event on or before noon (Toronto time) on the day after obtaining the receipt therefor, as applicable, and such delivery will constitute the Company’s consent to the Underwriters’ use of such documents in connection with the Offering; (g) by the act of having delivered each of the Prospectuses and any Supplementary Material to the Underwriters, have represented and warranted to the Underwriters that all material information and statements (except information and statements relating solely to the Underwriters and provided by the Underwriters to the Company in writing expressly for inclusion in Prospectuses) contained in such documents, at the respective dates of initial delivery thereof, comply with the Applicable Securities Laws of the Qualifying Jurisdictions and are true and correct in all material respects, and that such documents, at such dates, contain no misrepresentation and together constitute full, true and plain disclosure of all material facts relating to the Company, its subsidiaries, the Purchased Shares, the Over-Allotment Option, the Additional Common Shares, the Compensation Option and the Compensation Shares as required by the Applicable Securities Laws of the Qualifying Jurisdictions; (h) prior to the Closing Time, fulfill to the satisfaction of the Underwriters all legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by the Company to enable the Purchased Shares, the Additional Common Shares and the Compensation Option to be distributed free of trade restrictions in the Qualifying Jurisdictions, subject only to the requirements of Applicable Securities Laws; (i) use its best efforts to maintain its status as a “reporting issuer” or the equivalent not in default in each of the Qualifying Jurisdictions for a period of two years from the Closing Date, other than in connection with a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase or sale of all of the outstanding common shares of the Company; (j) use its commercially reasonable best efforts to maintain its listing of its common shares on the Exchanges for a period of two years from the Closing Date, other than in connection with a merger, amalgamation, arrangement, take-over bid, going private transaction or other similar transaction involving the purchase or sale of all of the outstanding common shares of the Company; (k) deliver to the Underwriters and their legal counsel, as applicable: (i) at the time of execution of the Final Prospectus by the Underwriters, a long form Comfort Letter (the “Comfort Letter”) from the Company’s auditors addressed to the Underwriters and to the directors of the Company and dated as of the date of the Final Prospectus and based on procedures performed within two business days of the Final Prospectus, in form and content acceptable to the Underwriters, acting reasonably, relating to the verification of the financial information and accounting data contained in the Final Prospectus and to such other matters as the Underwriters may reasonably require; (ii) at the Closing Time, such legal opinions (the “Legal Opinions”) of the Company’s legal counsel (excluding U.S. legal counsel), addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters, acting reasonably, relating to the matters set forth in Schedule “C” and to such other matters as the Underwriters may reasonably require (and such counsel may rely upon or arrange for separate deliveries of opinions of local counsel where such counsel deems such reliance or delivery proper as to the laws of any jurisdiction other than British Columbia, Alberta, Ontario and Canada and may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company) relating to the Final Prospectus, the trade and distribution of the Purchased Shares and the Additional Common Shares without restriction, and to such other matters as the Underwriters may reasonably require; (iii) at the Closing Time, if any Purchased Shares and/or Additional Common Shares are being sold in the United States or to, or for the account or benefit of, U.S. Persons, in accordance with Schedule “A” hereto, a legal opinion of the Company’s U.S. legal counsel, addressed to the Underwriters and dated as of the Closing Date and/or the Over-Allotment Closing Date, as applicable, in form and content acceptable to the Underwriters, acting reasonably, to the effect that such offer and sale of the Purchased Shares and/or any Additional Common Shares is not required to be registered under the U.S. Securities Act (the “U.S. Legal Opinion”); (iv) the Company will have caused favourable legal opinions to be delivered by local counsel addressed to the Underwriters and their counsel, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the following matters: (A) the incorporation and existence of each of the Subsidiaries under the laws of its jurisdiction of incorporation; (B) as to the holders of the issued and outstanding shares of each of the Subsidiaries; and; (C) that each of the Subsidiaries has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties, all as described in the Final Prospectus; (v) at the Closing Time, a certificate (the “Officers’ Certificate”) of the Company signed by its Chief Executive Officer and Chief Financial Officer, addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Company and not in their personal capacities that, to the actual knowledge of the persons signing such certificate, after having made due and relevant inquiry: (A) the Company has complied in all material respects with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time on the Closing Date; (B) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Purchased Shares, Additional Common Shares or Compensation Shares or any of the Company’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (C) the Company is a “reporting issuer” or its equivalent under the securities laws of each of the Qualifying Jurisdictions and eligible to use the Short Form Prospectus System established under NI 44-101, and no material change relating to the Company has occurred since the date of this Agreement with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (D) all of the representations and warranties made by the Company in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (vi) at the Closing Time, such legal opinions (the “Title Opinions”) of the Company’s legal counsel, addressed to the Underwriters and their legal counsel, dated as of the Closing Date, in the form and content acceptable to the Underwriters acting reasonably, with respect to title to and ownership rights in the Esaase Project and Asumura Project; (vii) at the Closing Time, a legal opinion of the Company’s legal counsel in the Republic of Ghana, addressed to the Underwriters and their legal counsel, dated as of the Closing Date, in the form and content acceptable to the Underwriters acting reasonably, with respect to the litigation regarding title to the Esaase Project; (viii) the Underwriters having received certificates dated the Closing Date (or, in the case of the Option Closing, dated the Over-Allotment Closing Date) signed by the Corporate Secretary of the Company or another officer acceptable to the Underwriters, acting reasonably, in form and content satisfactory to the Underwriters, acting reasonably, with respect to the constating documents of the Company; the resolutions of the directors of the Company relevant to the Offering, including the allotment, issue (or reservation for issue) and sale of the Purchased Shares and Additional Common Shares, the grant of the Over-Allotment Option, the grant of the Compensation Option, the issuance of the Compensation Shares, the authorization of this Agreement, each Stockholder shall notthe listing of the Purchased Shares and the Compensation Shares on the Exchanges and transactions contemplated by this Agreement and the Compensation Option Agreement; and the incumbency and signatures of signing officers of the Company; (ix) at the Closing Time, nor shall it permit a certificate of status (or authorize any equivalent) for the Company and the Subsidiaries dated within one (1) business day (or such earlier or later date as the Underwriters may accept) of its officersthe Closing Date; (x) at the Closing Time, directorsa certificate of the registrar and transfer agent of the common shares of the Company, employeeswhich certifies the number of common shares of the Company issued and outstanding on the date prior to the Closing Date; (xi) at the Closing Time, agents or representatives a Comfort Letter, dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to the date which is two (collectively2) business days prior to the Closing Date, the "Representatives"information contained in the Comfort Letter; (xii) toat the Closing Time, such other materials (ithe “Closing Materials”) solicit as the Underwriters may reasonably require and as are customary in a transaction of this nature, and the Closing Materials will be addressed to the Underwriters and to such parties as may be reasonably directed by the Underwriters and will be dated as of the Closing Date or initiatesuch other date as the Underwriters may reasonably require; (l) from and including the date of this Agreement through to and including the Closing Time, do all such acts and things necessary to ensure that all of the representations and warranties of the Company contained in this Agreement or encourage, directly any certificates or indirectly, documents delivered by it pursuant to this Agreement remain materially true and correct and not do any inquiries regarding such act or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal thing that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make render any representation or warranty of the Stockholder Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect or preventincorrect; (m) during the period commencing on the Closing Date and ending on the date which is 120 days after the Closing Date, burden or materially delay not, without the consummation prior written consent of the transactions contemplated by this Agreement. Upon execution of this AgreementLead Underwriters, each Stockholder shallwhich consent will not be unreasonably withheld, and shall cause its Representatives toissue, immediately cease sell, authorize or agree to issue or approve for issuance any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director common shares of the Company or as an officer any securities convertible into or exchangeable for or exercisable to acquire common shares of the Company acting at except in conjunction with: (i) the direction issue of the Board Purchased Shares pursuant to this Agreement; (ii) the issue of Directors any Additional Common Shares upon due exercise of the Over-Allotment Option; (iii) the issue of Compensation Shares upon the due exercise of the Compensation Option; (iv) the exercise of securities outstanding as of January 17, 2011 which were issued pursuant to the Company’s existing incentive or share compensation arrangements; (v) the exercise of convertible securities of the Company and in such capacity taking outstanding as of January 17, 2011; or (vi) the issue of any action on behalf securities of the Company that in connection with any acquisitions of mining companies or mineral projects from an arm’s length third party whereby the Company is permitted directly or indirectly acquires shares or assets of a business; (n) use reasonable efforts to take under cause each of its directors and executive officers to enter into lock-up agreements in form and substance satisfactory to the Merger Agreement.Lead Underwriters evidencing their agreement to not, without the consent of the Lead Underwriters, offer, sell or resell any common shares of the Company or financial instruments or securities convertible into or exercisable o

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Collateral except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code) or any applicable state law or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Collateral; or (iii) engage in any business or activity other than as permitted by the Limited Partnership Agreement, this Indenture and the other Transaction Documents and any activities incidental thereto; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (vii) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanics’ or other lien) not to constitute a valid first priority security interest in the Collateral; (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be taxable as an association pursuant to Section 7701 of the Code and the corresponding regulations, (b) a publicly traded partnership taxable as a corporation pursuant to Section 7704 of the Code and the corresponding regulations or (c) a taxable mortgage pool pursuant to Section 7701(i) of the Code and the corresponding regulations; or (ix) change the location of its principal place of business without prior notice to the Indenture Trustee and the Noteholders. (b) The General Partner will not: (i) engage in any business or activity other than as permitted by the Limited Partnership Agreement, this Indenture and the other Transaction Documents and any activities incidental thereto; (ii) incur or assume, directly or indirectly, any indebtedness, or guaranty any indebtedness or other obligations of any proposal that constitutesPerson, or may reasonablyown, be expected purchase, repurchase or acquire (or agree contingently to lead do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any Alternative Proposal; other Person (other than the Issuer); (iii) enter into dissolve or liquidate in whole or in part or merge or consolidate with any agreement other Person; (iv) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (C) except as otherwise contemplated in this Indenture, permit the Lien of this Indenture (other than with respect to any Alternative Proposal Permitted Liens or approve such tax, mechanics’ or resolve other lien) not to approve any Alternative Proposal; or constitute a valid first priority security interest in the Collateral; (ivv) take any other action or fail to take any actions which would make any representation or warranty may cause the General Partner to be taxable as an association pursuant to Section 7701 of the Stockholder in this Agreement untrue or incorrect or preventCode and the corresponding regulations, burden or materially delay the consummation (b) a publicly traded partnership taxable as a corporation pursuant to Section 7704 of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, Code and shall cause its Representatives to, immediately cease any existing activities, discussions the corresponding regulations or negotiations with any parties conducted heretofore with respect (c) a taxable mortgage pool pursuant to any Section 7701(i) of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; or (vi) change the location of its principal place of business without the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of prior notice to the Company or as an officer of Indenture Trustee and the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholders.

Additional Covenants. From 6.1 The Company covenants and after agrees with the date hereof Underwriters that it shall: (a) fulfill all legal requirements to permit the creation, issue, offering and continuing until sale of the termination Offered Securities as contemplated in this Agreement including, without limitation, compliance with the Applicable Securities Laws of this Agreementthe Selling Jurisdictions to enable the Offered Securities to be offered for sale and sold to the Substituted Purchasers without the necessity of filing a prospectus or offering memorandum but in compliance with the requirements of the LIFE, each Stockholder shall notin the Selling Jurisdictions; (b) prior to the Closing Date, nor shall it permit obtain the requisite acceptance or authorize any approval of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, TSX and NYSE American for: (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative ProposalOffering; and (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty conditional listing of the Stockholder Offered Securities subject only to satisfaction by the Company of customary post-closing conditions imposed by the TSX and NYSE American in this Agreement untrue or incorrect or preventsimilar circumstances (the "Standard Listing Conditions") which the Company agrees to fully satisfy in a timely manner forthwith after the Closing; (c) allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters and their representatives may reasonably require to be conducted prior to the Closing Date and will make available its directors, burden or materially delay senior management, technical advisors, audit committee, and legal counsel to conduct such procedures as are reasonably required and to answer the consummation questions of the transactions contemplated by this AgreementUnderwriters in a due diligence session to be conducted prior to the Closing Date. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any The Closing of the foregoing. Each Stockholder will Offering shall be conditional upon and subject to the Underwriters and their representatives being satisfied, in their sole discretion, with their due diligence; (d) during the period prior to the completion of the distribution of the Offered Securities, promptly notify Grifols of the existence of Underwriters in writing of: (i) any proposalmaterial change (actual, discussioncontemplated or threatened) in the business, negotiation affairs, operations, assets or inquiry received by such Stockholder with respect to an Alternative Proposalliabilities (contingent or otherwise), and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation financial position or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation capital or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director ownership of the Company or as an officer proposed ownership of the Company; (ii) any change in any material fact disclosed in the Continuous Disclosure Materials; and (iii) any material fact in respect of the Company acting at or the direction Material Properties that had not been previously disclosed to the Underwriters; and in the event any of (d)(i), (ii) or (iii), the Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Board Underwriters, acting reasonably, with all applicable filings and other requirements under Applicable Securities Laws as a result of Directors such fact or change. The Company shall in good faith discuss with the Underwriters any change in circumstances (actual or proposed within the knowledge of the Company Company) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this subsection and, in any event, prior to making any filing; (e) incur Qualifying Expenditures in an amount equal to the Commitment Amount on or after the Closing Date and on or before the Termination Date in accordance with this Agreement and the Flow-Through Subscription Agreements and agrees to renounce to the purchasers of Flow-Through Shares, with an effective date no later than December 31, 2023, pursuant to subsection 66(12.6) of the Tax Act and in such capacity taking any action on behalf respect of Qualifying Expenditures incurred by the Company in 2023, in conjunction with subsection 66(12.66) of the Tax Act, Qualifying Expenditures incurred by the Company on or after the Closing Date and on or before the Termination Date, in an amount equal to the Commitment Amount; (f) unless required to do so pursuant to subsection 66(12.73) of the Tax Act, not reduce the amount renounced to the purchasers of Flow-Through Shares pursuant to subsection 66(12.6) of the Tax Act. If the Company receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of "assistance" in subsection 66(15) of the Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of reducing the amount of Qualifying Expenditures validly renounced to the purchasers of Flow-Through Shares, the Company will incur additional Qualifying Expenditures using funds from sources other than the Commitment Amount in an amount equal to such assistance, such that the Company is permitted aggregate Qualifying Expenditures renounced to take under the Merger Agreement.applicable purchasers of Flow-Through Shares effective no later than December 31, 2023 pursuant to the terms of this Agreement and the Flow-Through Subscription Agreements will not be less than nor exceed the Commitment Amount;

Additional Covenants. From Except as required by law, each Principal Shareholder agrees that he or she will: (a) not sell, assign, transfer or otherwise dispose of, and after will use commercially reasonable efforts to prevent any of his or her Affiliates prior to the Effective Time from selling, assigning, transferring or otherwise disposing of, any Company Class A Voting Common Stock owned of record or beneficially by such Principal Shareholder, whether such shares of Company Class A Voting Common Stock are owned of record or beneficially by such Principal Shareholder on the date hereof and continuing until the termination of this AgreementAgreement or are subsequently acquired by any method, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, except: (i) solicit for transfers by will or initiate, or encourage, directly or indirectly, any inquiries regarding or by operation of law (in which case this Agreement shall bind the submission of, any Alternative Proposaltransferee); (ii) participate a transfer for estate and tax planning purposes, subject in any discussions or negotiations regarding, or furnish each case to any Person any information or data with respect to, or take any other action the transferee agreeing in writing to knowingly facilitate be bound by the making terms of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposalthis Agreement; (iii) enter into with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), for any agreement with respect to any Alternative Proposal sales, assignments, transfers or approve or resolve to approve any Alternative Proposalother dispositions necessitated by hardship; or (iv) take as Acquiror may otherwise agree in writing; (b) not vote or execute any action which would make by written consent to rescind or amend in any representation manner any prior vote or warranty of action by written consent to approve or adopt the Stockholder in this Merger Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of other Contemplated Transactions; (c) if the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as Principal Shareholder is a director of the Company Company, use his or as an officer her best efforts to cause any necessary meeting of the Company acting at Company’s shareholders to be duly called and held, or any necessary consent of shareholders to be obtained, for the direction purpose of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under approving or adopting the Merger Agreement and the Contemplated Transactions; (d) use commercially reasonable efforts to cause any of his or her Affiliates to cooperate with Acquiror in connection with the Merger Agreement and the Contemplated Transactions; and (e) execute and deliver such additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or her respective obligations under this Agreement.

Additional Covenants. From TENANT further covenants and after agrees: A. To comply with all lawful orders, building codes, regulations and requirements issued by any Federal, State or Municipal Governments, or any department or division thereof, insofar as the date hereof same are applicable to its possession and continuing until occupancy of the termination Leased Premises. TENANT further covenants not to use the Leased Premises for any purposes now or hereafter prohibited by the Laws of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelythe United States, the "Representatives") toState of Colorado or applicable ordinances; or for any improper or questionable purpose whatsoever. B. That it will indemnify LANDLORD and save LANDLORD harmless from each and every loss, (i) solicit cost, damage or initiateexpense arising out of any accident or other occurrence causing injury to any person or property whomsoever or whatsoever, and due directly or indirectly to the condition of the Leased Premises or to the use or neglect of the Project premises, or encourageany part thereof, directly by said TENANT, or indirectlyany person or persons holding under said TENANT, and will indemnify and hold harmless said LANDLORD from all damages and penalties arising out of any inquiries regarding or the submission offailure of TENANT, any Alternative Proposal; (ii) participate in any discussions or negotiations regardingrespect, or furnish to any Person any information or data comply with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, all and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingrequirements and provisions of this Lease; and shall hold LANDLORD harmless from any penalty, damage and charge imposed for any violation of any laws, whether occasioned by act or neglect of said TENANT, or by another or others in the Leased Premises holding under or through TENANT. Each Stockholder will promptly notify Grifols TENANT shall not hold or attempt to hold LANDLORD liable for any injury or damage, either proximate or otherwise; or liable for any injury or damage occasioned by defective wiring or breakage or stoppage of plumbing or sewage upon the Leased Premises, whether said breakage or stoppage results from freezing or otherwise. In the event, that LANDLORD, in its acts or omissions, is found grossly negligent under this section, said indemnification shall not apply. C. That no assent, expressed or implied, to any breach of any one or more of the existence covenants or agreements hereof, nor the delay of LANDLORD in the assertion of any proposalrights hereunder, discussion, negotiation or inquiry received by such Stockholder with respect shall be deemed to an Alternative Proposal, and each Stockholder will promptly communicate be taken to Grifols the terms be a waiver of any such proposalsucceeding or other breach. The various rights, discussionremedies, negotiation powers, options and elections of LANDLORD reserved, expressed or inquiry which it may receive (contained in this Lease are cumulative and will promptly provide no one of them shall be deemed to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity be exclusive of the Person making others or of such proposal other rights, remedies, powers, options or inquiry elections as are now or engaging may hereafter be conferred upon LANDLORD by law. D. To display no sign, advertisement, notice or other lettering on any part of the outside of the Leased Premises or the Project of which they form a part, or inside exterior glass, without, in each instance, the prior written consent of LANDLORD, such discussion consent may be arbitrarily withheld by LANDLORD. No trade fixtures or negotiation. Nothing in this Section 1.5 other projections shall be a limitation on any Stockholder attached to the outside walls or Representative thereof serving as a director roof of the Company or as an officer Leased Premises without the prior written consent of the Company acting at LANDLORD, such consent may be arbitrarily withheld by LANDLORD. LANDLORD is to provide a bronze strip suite entrance sign according to building standards with lettering and wording approval by TENANT. Additionally, the direction of the Board of Directors of the Company and lobby directory strip will be in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementaccordance with building standards with wording approved by TENANT.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code or any applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; (iii) engage in any business or activity other than as permitted by this Indenture, the Trust Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the Closing Date other than in accordance with Article XI thereof; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; 62 (vii) (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanic’s or other lien) not to constitute a valid first priority security interest in the Trust Estate; (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (b) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivc) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; or (ix) change the location of its principal place of business without the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of prior notice to the Company or as an officer of Indenture Trustee, the Company acting at Funding Agents and the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholders.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code) or any applicable state law or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; or (iii) engage in any business or activity other than as permitted by this Indenture, the Trust Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the Closing Date other than in accordance with Article XI thereof; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanic's or other lien) not to constitute a valid first priority security interest in the Trust Estate (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (b) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivc) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; and (ix) change the location of its principal place of business without the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of prior notice to the Company or as an officer of Indenture Trustee and the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholders.

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Principal Stockholder shall agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officershis or her Affiliates, directorsprior to the Effective Time to sell, employeesassign, agents transfer or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission otherwise dispose of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data create an Encumbrance with respect to, or take any other action permit to knowingly facilitate the making of any proposal that constitutesbe sold, assigned, transferred or may reasonably, be expected to lead tootherwise disposed of, any Alternative ProposalCitizens Common Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Citizens Common Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii) with the prior written consent of MSTI (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or as MSTI may otherwise agree in writing; (ivb) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallnot, and shall cause will not permit any of his or her Affiliates, directly or indirectly (including through its Representatives toRepresentatives), immediately cease to initiate, solicit or encourage any existing activitiesdiscussions, discussions inquiries or negotiations proposals with any parties conducted heretofore third party relating to an Acquisition Transaction, or provide any such person with respect to information or assistance or negotiate with any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder person with respect to an Alternative Proposal, and each Stockholder will promptly communicate Acquisition Transaction or agree to Grifols or otherwise assist in the terms effectuation of any such proposal, discussion, negotiation Acquisition Transaction; (c) not vote or inquiry which it may receive (and will promptly provide to Grifols copies of execute any written materials received by it consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement or any of the other Contemplated Transactions; (d) at MSTI's request, use his or her best efforts to cause any necessary meeting of Citizens' stockholders to be duly called and held, or any necessary consent of stockholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the other Contemplated Transactions; (e) cause any of his or her Affiliates to cooperate fully with MSTI in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (f) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From (a) Each of Owner Participant, -------------------- Owner Trustee, and after the date hereof and continuing until the termination Agent agrees that if, pursuant to any provision of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelythe Lease, the "Representatives"Purchase Agreement or the Loan Agreement, Lessee elects to purchase, or causes Lessor to sell, all (but not less than all) toof the Transponders, Lessee shall have the right to either (i) solicit Assume the Notes then outstanding by giving notice of such Assumption pursuant to Section 11.03, in accordance with, subject to the conditions of and with the effect provided in Section 2.20 of the Loan Agreement or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regardingprovide to Owner Trustee an amount sufficient to prepay the Notes then outstanding, or furnish including interest thereon and Break Funding Costs, if any, pursuant to any Person any information or data the applicable provisions of Section 2.10(b)(ii) of the Loan Agreement, and Owner Trustee agrees to timely apply such amount for such purpose. (b) Each party hereto covenants with respect to, or take any the other action parties hereto that neither it nor anyone authorized to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) act on its behalf will take any action which would make any representation subject the offering or warranty delivery of the Stockholder in this Agreement untrue Notes or incorrect or preventLessor's Estate to the registration requirements under the Securities Act. (c) If Lessee reasonably requests and provides timely instructions and forms, burden or materially delay to the consummation extent permitted by law, Owner Participant will timely file, and will timely request Owner Trustee and Trust Company to file, any applicable forms necessary to avoid the imposition of any withholding obligation under the transactions contemplated by this Agreement. Upon execution Code and Regulations thereunder with respect to the payment of this Agreement, each Stockholder shallRent, and shall cause its Representatives tonot effect any transfer of the Transponders, immediately cease the Lease or any existing activitiesinterest therein that would result in the imposition of any such withholding obligation. (d) If reasonably and timely requested and pursuant to timely instructions provided by Owner Participant, discussions or negotiations with to the extent permitted by law, Trust Company will timely file any parties conducted heretofore applicable forms necessary to avoid the imposition of any withholding obligation under the Code and Regulations thereunder with respect to the payment of Rent, if any. (e) If reasonably and timely requested and pursuant to timely instructions provided by Owner Participant, to the extent permitted by law, Owner Trustee will timely file any applicable forms necessary to avoid the imposition of any withholding obligation under the Code and Regulations thereunder with respect to the payment of Rent, if any, and shall not effect any transfer of the Transponders, the Lease or any interest therein that would result in the imposition of any such withholding obligation. (f) Each of Owner Participant and Owner Trustee and, so long as no Loan Event of Default shall have occurred and be continuing, Agent and the Loan Participants agrees not to (i) initiate against Owner Trustee (in its capacity as such), the trust created by the Trust Agreement, or Lessor's Estate, any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, which seeks a bankruptcy, insolvency, reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or similar relief with respect to Owner Trustee (in its capacity as such or in its individual capacity), the trust created by the Trust Agreement, or Lessor's Estate or their respective debts, or (ii) seek appointment of a receiver, trustee, custodian or other similar official for Owner Trustee (in its capacity as such or in its individual capacity), the trust created by the Trust Agreement, or Lessor's Estate or for all or any substantial part of their respective assets, or make a general assignment for the benefit of their respective creditors; and none of Owner Participant, Trust Company or Owner Trustee shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts set forth above. Each Stockholder In addition, Owner Participant covenants and agrees that, so long as the Loan Agreement has not been discharged (A) it will promptly notify Grifols make no claim on Owner Trustee (in its capacity as such or in its individual capacity), the trust created by the Trust Agreement, or Lessor's Estate (arising pursuant to the Operative Documents or otherwise) if such claim would result in the bankruptcy of Owner Trustee (in its capacity as such or in its individual capacity) the trust created by the Trust Agreement, or Lessor's Estate, as the case may be, and (B) it will not permit Owner Trustee to make a claim on the trust created pursuant to the Trust Agreement or Lessor's Estate in respect of amounts owed to Owner Trustee or Trust Company by the trust created pursuant to the Trust Agreement or Lessor's Estate (arising pursuant to the Operative Documents or otherwise) if such claim would result in the bankruptcy of the existence of any proposal, discussion, negotiation trust created pursuant to the Trust Agreement or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementLessor's Estate.

Additional Covenants. From (a) Each of Owner Participant, --------------------- Owner Trustee, and after the date hereof and continuing until the termination Indenture Trustee agrees that if, pursuant to any provision of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelythe Lease, the Purchase Agreement or the Indenture, Lessee elects to purchase, or causes Lessor to sell, all (but not less than all) of the Transponders, Lessee shall have the right to either (i) elect an Exchange by giving notice of such election pursuant to Section 11.04, in accordance with, subject to the conditions of and with the effect provided in Section 2.13 of the Indenture (an "RepresentativesExchange Event") toor (ii) provide to Owner Trustee an amount sufficient to prepay the Notes then outstanding, including any Variable Amount, pursuant to the applicable provisions of Section 2.5 or 2.7 of the Indenture, and Owner Trustee agrees to timely apply such amount for such purpose. (b) Each party hereto covenants with the other parties hereto that neither it nor anyone authorized to act on its behalf will take any action which would subject the offering or delivery of the Notes or Lessor's Estate to the registration requirements under the Securities Act. (c) Each of Owner Trustee, Owner Participant and Indenture Trustee agrees that it shall have no claim against HAC under the contract for the manufacture of the Satellite or the sale of the Satellite from HAC to HCG or otherwise with respect thereto. (d) If Lessee reasonably requests and provides timely instructions and forms, to the extent permitted by law, Owner Participant will timely file, and will timely request Owner Trustee and Trust Company to file, any applicable forms necessary to avoid the imposition of any withholding obligation under the Code and Regulations thereunder with respect to the payment of Rent, and shall not effect any transfer of the Transponders, the Lease or any interest therein that would result in the imposition of any such withholding obligation. (e) If reasonably and timely requested and pursuant to timely instructions provided by Owner Participant, to the extent permitted by law, Trust Company will timely file any applicable forms necessary to avoid the imposition of any withholding obligation under the Code and Regulations thereunder with respect to the payment of Rent, if any. (f) If reasonably and timely requested and pursuant to timely instructions provided by Owner Participant, to the extent permitted by law, Owner Trustee will timely file any applicable forms necessary to avoid the imposition of any withholding obligation under the Code and Regulations thereunder with respect to the payment of Rent, if any, and shall not effect any transfer of the Transponders, the Lease or any interest therein that would result in the imposition of any such withholding obligation. (g) Notwithstanding anything to the contrary contained herein or in any other Operative Document or in the ▇▇▇▇▇▇ Agreements, Seller hereby agrees that it will not exercise its right to remove the Satellite from its assigned orbital location under clause (iii) of Section 13(a) of the Purchase Agreement or under clause (i) of Section 13(a) of the Purchase Agreement until (in the case of such clause (i) only, such time as the remaining fuel on board the Satellite equals 50 pounds or less, it being agreed that HCG may on or before the date the In-Service Date Appraisal is rendered, adjust such number downward but not upward) without the prior written consent of Owner Participant (which consent may be withheld by Owner Participant in its sole discretion) and that any breach of this Section 5.01(g) shall constitute an immediate Event of Default, without the requirement of any lapse of time or notice or any other action by any Person. (h) Until the Execution Date, (i) solicit or initiateHCG shall retain all right and authority to test, or encourageoperate and control the Transponders, directly or indirectlyand Owner Trustee shall not take any action that would interfere with the foregoing rights of HCG, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; Owner Trustee shall not (iiiA) enter into any agreement for the sale, lease or other use of any of the Transponders other than the Lease, (B) so long as no event or occurrence that would constitute a Bankruptcy Default or an Event of Default under the Lease shall have occurred and be continuing with respect to any Alternative Proposal or approve or resolve Transponder, exercise any of its rights under the ▇▇▇▇▇▇ Agreements in respect of such Transponder (other than to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty payment representing a downward adjustment to the purchase price of such Transponder pursuant to Section 2.03 of the Stockholder in this Agreement untrue Purchase Agreement); provided that HCG cannot waive the obligations of Seller or incorrect or preventContractor, burden or materially delay and -------- Owner Trustee may exercise any rights and remedies it might have, under Sections 5.01, 5.03, 5.05, 8.01, 10.02, 15.10, 15.12 and the consummation last sentence of Section 15.16 of the transactions contemplated by this Purchase Agreement and under Article 7 and Sections 2.1(b), 4.1, 4.2, 4.5, 4.7, 6.3, 6.4, 13.10 and 13.12 of the Service Agreement. Upon execution of this Agreement; provided, each Stockholder in -------- -- addition that, notwithstanding anything to the contrary in the foregoing, Owner -------- Trustee shall, at all times, retain the right to defend its title to the Transponders and to enforce its rights under the Purchase Agreement to cause Seller to defend such title in accordance with the provisions hereof or thereof; (iii) Owner Trustee hereby authorizes HCG, so long as no Event of Default under the Lease shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore have occurred and be continuing with respect to any Transponder, to exercise in the name of and on behalf of Owner Trustee, the foregoing. Each Stockholder will promptly notify Grifols right and power to deal with Seller and ▇▇▇▇▇▇ Services under the ▇▇▇▇▇▇ Agreements and any other manufacturer or supplier of such Transponder including, without limitation, the existence of any proposalright to demand, discussionreceive, negotiation or inquiry received by such Stockholder accept and retain all services, tests, inspection rights, reports and other data and services with respect to an Alternative Proposalsuch Transponder as provided in the Purchase Agreement and the Service Agreement, and each Stockholder will promptly communicate the right to Grifols enforce (by legal action or otherwise) or to elect not to enforce (except in such manner as would have a material adverse effect on Owner Trustee's interest in such Transponder) against such Seller, ▇▇▇▇▇▇ Services, other manufacturer or supplier all rights, powers and privileges of Owner Trustee, and to receive all benefits of Owner Trustee with respect to Seller (subject to the terms same conditions as set forth in Sections 12(b), 12(c) and 12(d) of the Lease), ▇▇▇▇▇▇ Services, such other manufacturer or such supplier, under any express or implied warranty or indemnity or other provisions of the ▇▇▇▇▇▇ Agreements or substitute agreements in effect, including, without limitation, the right to enforce (or not to enforce (except in such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it manner as would have a material adverse effect on Owner Trustee's interest in connection with such proposal, discussion, negotiation or inquiryTransponder)) and the identity right to obtain and retain the benefits of, all rights and claims of Buyer under the Purchase Agreement or of Owner under the Service Agreement; provided that, -------- notwithstanding any term or provision of this clause (iii) to the contrary, Owner Trustee and Owner Participant shall retain the right to any Excepted Payment owing to either of them, respectively, and (iv) HCG shall have the sole right, without the consent of or prior notice to Owner Trustee or Owner Participant, to enter into Use Agreements complying with the provisions of Section 5(c) of the Lease, as if the Lease were in effect, with respect to any Transponder so long as no event or occurrence that would constitute a Bankruptcy Default or Event of Default under the Lease, if the Lease were in effect, shall have occurred and be continuing. This Section 5.05(h) shall expire on the Execution Date. (i) Notwithstanding anything to the contrary contained herein, the remedies for a breach by HCG of any of its obligations contained in ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) or (t) or Section 5.05(1) shall be limited to claims for injunctive relief, specific performance and claims for actual money damages, but any such money damages shall not exceed in the aggregate with respect to any Transponder Special Termination Value for such Transponder. No Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing shall have recourse for breach of any provision referenced in this Section 1.5 5.01(i) under both this Section 5.01(i) and the applicable Operative Document or ▇▇▇▇▇▇ Agreement. (j) On the In-Service Date (or such later date permitted by Section 2.07(a), if Owner Participant shall have funded in full its Commitment and the other amounts in respect of Transaction Costs required to be a limitation on any Stockholder or Representative thereof serving as a director funded by it under Section 2.06(b) (in each case, other than with funds provided by HCG), HCG shall return to Owner Participant the Defaulting Participant's Note marked "canceled". (k) Upon the execution and delivery of the Company or Lease on the Execution Date, Owner Trustee shall deliver, as security, to Indenture Trustee an officer executed original counterpart of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementLease.

Additional Covenants. From (a) Pretivm will use reasonable best efforts to maintain the listing of its common shares on the TSX and after to maintain its status as a “reporting issuer” or the date hereof and continuing until equivalent not in default in each of the termination Qualifying Provinces for a period of this Agreementtwo years following the Closing Date. For greater certainty, each Stockholder shall notit will not be considered reasonable to maintain such status or listing if to do so would hinder or impede, nor shall it permit in any way, any effort on the part of Pretivm to effect, or authorize to take any steps in furtherance of, any amalgamation or business combination (whether by way of a merger, plan of arrangement, consolidation, share or other security exchange transaction, recapitalization, asset acquisition or other transaction) involving any one or more of itself or any of its officerssubsidiaries or affiliates completed in accordance with Applicable Securities Laws. (b) Pretivm will from and including the date of this Agreement through to and including the Closing Time, directors, employees, agents do all such acts and things necessary to ensure that all of the representations and warranties of Pretivm contained in this Agreement or representatives any certificates or documents delivered by it pursuant to this Agreement remain true and correct in all material respects (collectively, the "Representatives"except those representations and warranties which are qualified by materiality which shall be true and correct in all respects) to, (i) solicit and not do any such act or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal thing that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make render any representation or warranty of the Stockholder Pretivm contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect or preventincorrect. (c) Pretivm will fully comply, burden or materially delay in all material respects, with the consummation covenants made by Pretivm in the FT Subscription Agreements entered into between Pretivm and each of the transactions contemplated by this Agreement. Upon execution Purchasers. (d) Pretivm will permit the Underwriters and their legal counsel to participate fully in the preparation of this Agreementany documents regarding the Offering and allow the Underwriters and their legal counsel to conduct such full and comprehensive review of Pretivm’s business, each Stockholder shallcapital, operations, customers, suppliers and shall cause its Representatives toprincipals, immediately cease any existing activitiesas the Underwriters, discussions or negotiations with any parties conducted heretofore with respect to any in their sole discretion, considers reasonably necessary. (e) Pretivm will ensure that the issue and sale of the foregoing. Each Stockholder FT Shares will promptly notify Grifols fully comply, in all material respects, with the requirements of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (Acts and will promptly provide comply with their obligations set out in the FT Subscription Agreements. (f) Pretivm will use commercially reasonable efforts to Grifols arrange for the Pretivm’s auditors to participate in any due diligence investigations or meetings reasonably requested by the Underwriters. (g) Pretivm will immediately send to the Underwriters and its legal counsel copies of all correspondence and filings to and correspondence from the Canadian Securities Regulators or the TSX , relating to the Offering. (h) Within 10 days of the Closing, Pretivm will file with the Commissions any written materials received report(s) required to be filed by it the Acts, including under National Instrument 45-106, in connection with such proposalthe Offering in the required form, discussion, negotiation or inquiry) and will provide the identity Underwriters’ legal counsel with copies of the Person making such proposal report or inquiry reports. (i) Pretivm agrees, from and including the date of this Agreement through to and including the date which is 120 days following the Closing Date, not to directly or engaging indirectly, issue, sell, offer, grant an option or right in such discussion respect of, or negotiation. Nothing otherwise dispose of, or agree to or announce any intention to issue, sell, grant an option or right in this Section 1.5 shall be a limitation on respect of, or otherwise dispose of any Stockholder additional common shares or Representative thereof serving as a director any securities convertible or exchangeable into common shares other than pursuant to: (i) the Offering; (ii) the grant or exercise of stock options and other similar issuances pursuant to Pretivm’s stock option plan or other share compensation arrangements in place prior to the Closing Date; and (iii) obligations in respect of existing mineral property agreements; without the prior written consent of the Company or as an officer Lead Underwriter, such consent not to be unreasonably withheld. (j) Pretivm will use the gross proceeds from the sale of the Company acting at FT Shares to incur exploration expenses on its Brucejack and Snowfield Projects that qualify as Qualifying Expenses. (k) Pretivm will file all necessary forms and documents with the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company Canada Revenue Agency to meet is permitted to take obligations under the Merger AgreementFT Subscription Agreements for the FT Shares. (l) Pretivm will maintain proper accounting books and records relating to the CEE expenditures and will make such books and records available for inspection by the Underwriters upon reasonable request.

Additional Covenants. From a. Each party shall use its best efforts timely to satisfy each of the covenants and after the conditions to be satisfied by it as provided in Sections 4, 5 and 7 of this Agreement. b. On the first business day following the date hereof and continuing until the termination of this Agreement, each Stockholder shall noton or before 8:30 a.m., nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelyEastern time, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or Company shall file a Current Report on Form 8-K describing the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation terms of the transactions contemplated by this AgreementAgreement in the form required by the Exchange Act (the “8-K Filing”). Upon execution As of this Agreementthe date and time of the 8-K Filing with the SEC, each Stockholder shallthe Company hereby acknowledges and agrees that no Fund is in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents has provided any Fund with material, nonpublic information that is not disclosed in the 8-K Filing. Until the six month anniversary of the date hereof, the Company shall not, and shall cause each of its Representatives subsidiaries and its and each of their respective officers, directors, employees and agents, not to, immediately cease provide any existing activities, discussions or negotiations Fund with any parties conducted heretofore material, nonpublic information regarding the Company or any of its subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Fund. Subject to the foregoing, neither the Company, its subsidiaries nor any Fund shall issue any press releases or any other public statements with respect to any the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the foregoing. Each Stockholder will promptly notify Grifols of the existence of Funds, to make any proposal, discussion, negotiation press release or inquiry received by such Stockholder other public disclosure with respect to an Alternative Proposalsuch transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Fund shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Fund, neither the Company nor any of its subsidiaries or affiliates shall disclose the name of any Fund in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market. c. If the Company shall fail for any reason or for no reason to issue to any Fund the shares of Common Stock required to be issued hereunder by electronic delivery at the applicable balance account at DTC on any Closing Date, and if on or after such Closing Date any Fund (in an open market transaction or otherwise) purchases shares of Common Stock to deliver in satisfaction of a sale by such Fund of the shares for Common Stock that such Fund anticipated receiving without legend from the Company (a “Buy-In”), then the Company shall, within three (3) trading days after any Fund’s request and in such Fund’s discretion, either (i) pay cash to such Fund in an amount equal to such Fund’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to such Fund such unlegended shares of Common Stock as provided above and pay cash to the Fund in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing sale price of the stock on the day prior to the applicable Closing Date. d. Notwithstanding each Stockholder Fund’s agreement to consent to the Supplemental Indenture, if the Supplemental Indenture is not put into effect or fails to remain in effect on the terms contemplated therein at any time that either Fund owns or is deemed to own any 8% Convertible Secured Notes due 2012, the Company hereby acknowledges and agrees that it will promptly communicate not treat any Fund holding such notes in any manner adverse to Grifols any other holder of such notes pursuant to the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide the Indenture with respect to Grifols copies of any written materials received the matters contemplated by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementSupplemental Indenture.

Additional Covenants. From and after (a) the Company will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” or the equivalent not in default in each of the Qualifying Provinces for a period of two years from the date hereof of the Dual Prospectus Receipt for the Canadian Final Prospectus; (b) the Company will use its commercially reasonable best efforts to maintain a listing on recognized Canadian and continuing until U.S. stock exchanges for a period of two years from the termination Closing Date; (c) the Company will from and including the date of this AgreementAgreement through to and including the Time of Closing, each Stockholder shall not, nor shall do all such acts and things necessary to ensure that all of the representations and warranties of the Company contained in this Agreement or any certificates or documents delivered by it permit pursuant to this Agreement remain true and correct and not do any such act or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal thing that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make render any representation or warranty of the Stockholder Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement untrue or incorrect incorrect; (d) the Company agrees, from and including the date of this Agreement through to and including the date which is 90 days following the Closing Date, not to directly or preventindirectly, burden issue, sell, offer, grant an option or materially delay right in respect of, or otherwise dispose of, or agree to or announce any intention to issue, sell, grant an option or right in respect of, or otherwise dispose of any additional Common Shares or any securities convertible or exchangeable into Common Shares other than pursuant to: (i) the consummation Offering; (ii) the grant or exercise of stock options and other similar issuances to any stock option plan or similar share compensation arrangements in place prior to the Closing Date; (iii) obligations in respect of existing contractual or mineral property requirements; (iv) obligations in respect of the transactions contemplated by this Agreement. Upon execution outstanding convertible securities identified in Schedule “C”; and (v) the issuance of this Agreementsecurities in connection with property or share acquisitions in the normal course of business, without the prior written consent of Canaccord, such consent not to be unreasonably withheld; (e) the Company will advise the Underwriters, promptly after receiving notice thereof, of the time when each Stockholder shallOffering Document has been filed and any Dual Prospectus Receipt has been obtained, and shall cause its Representatives towill provide evidence satisfactory to the Underwriters of each such filing and a copy of each such Dual Prospectus Receipt; (f) between the date hereof and the date of completion of the distribution of the Shares, immediately cease the Company will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (I) the issuance by any existing activities, discussions Securities Commission or negotiations with the SEC of any parties conducted heretofore with respect to order suspending or preventing the use of any of the foregoing. Each Stockholder will promptly notify Grifols Offering Documents, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the existence Registration Statement, or, to the knowledge of the Company, the threatening of any proposalsuch order; (II) the issuance by any Securities Commission, discussionthe SEC, negotiation the TSX or inquiry received the NYSE Amex of any order having the effect of ceasing or suspending the distribution of the Common Shares or the trading in any securities of the Company, or of the institution or, to the knowledge of the Company, threatening of any proceeding for any such purpose; or (III) any requests made by any Securities Commission or the SEC for amending or supplementing any of the Offering Documents or for additional information; and the Company will use its best efforts to prevent the issuance of any order referred to in subparagraph (f)(I) above or subparagraph (f)(II) above and, if any such Stockholder with respect order is issued, to an Alternative Proposalobtain the withdrawal thereof at the earliest possible time; (g) the Company agrees that, unless it obtains the prior consent of the Underwriters, and each Stockholder will promptly communicate to Grifols Underwriter represents and agrees that, unless it obtains the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors prior consent of the Company and the Underwriters, not to be unreasonably withheld, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the U.S. Securities Act, required to be filed with the SEC. Any such capacity taking free writing prospectus consented to by the Company and the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule 433 applicable to any action on behalf Permitted Free Writing Prospectus, including timely filing with the SEC where required, legending and record keeping; (h) as soon as practicable, the Company will make generally available to the security holders an earnings statement or statements of the Company and its Subsidiaries that will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 thereunder; and (i) the Company is permitted to take under will use the Merger Agreementnet proceeds from the sale of the Shares in the manner set out in the Prospectuses.

Additional Covenants. From The Company covenants and after the date hereof and continuing until the termination agrees with each Holder of this Agreement, each Stockholder Securities that it shall not, nor shall and it will not permit or authorize any Subsidiary of its officers, directors, employees, agents or representatives (collectively, the "Representatives") Company to, (ia) solicit declare or initiatepay any dividends or distributions on, or encourageredeem, directly purchase, acquire or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data make a liquidation payment with respect to, or take any other action to knowingly facilitate of the making of any proposal that constitutesCompany's outstanding capital stock, or may reasonably(b) make any payment of principal, be expected interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank PARI PASSU with or junior to lead to, the Securities or make any Alternative Proposal; (iii) enter into any agreement guarantee payments with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty guarantee by the Company of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence debt Securities of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf Subsidiary of the Company that by their terms rank PARI PASSU or junior in interest to the Securities (other than (a) dividends or distributions in Common Stock of the Company, (b) payments under the Parent Guarantee, and (c) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees) if at such time (i) there shall have occurred and be continuing any event that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (b) in respect of which the Company is permitted shall not have taken reasonable steps to take cure, (ii) the Company shall be in default with respect to its payment of any obligations under the Merger Parent Guarantee or (iii) the Company shall have given notice of its selection of an Extension Period as provided herein and shall not have rescinded such notice and such Extension Period, or any extension thereof, shall be continuing. The Company also covenants (i) to maintain directly or indirectly 100% ownership of the Common Securities of AmerUs Capital I; PROVIDED, HOWEVER, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily dissolve, wind-up or liquidate AmerUs Capital I, except (a) in connection with a distribution of the Securities to the holders of Capital Securities in liquidation of AmerUs Capital I or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement., and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause AmerUs Capital I to remain a business trust and to be classified as a grantor trust for United States Federal income tax purposes, except in connection with a distribution of the Securities to the holders of Capital Securities in liquidation of AmerUs Capital I.

Additional Covenants. From The Pledgor hereby covenants and after undertakes to the date hereof Pledgee that during the continuance of the Loan Agreement as follows: 7.1. the Pledgor shall fully co-operate with and continuing until shall promptly render its assistance to the termination Pledgee to do anything necessary, including the execution of any deed, document, registration which the Pledgee may from time to time require to be done for the purpose of perfecting, exercising, protecting or enforcing the rights of the Pledgee under this Pledge of Shares Agreement; 7.2. the Pledgor shall refrain from doing any act which leads or may lead to a decrease of the value of the Shares, each Stockholder or which may complicate the enforce ability of the rights of the Pledgee created under or pursuant to this Pledge of Shares Agreement and the Pledgor undertakes to take such steps as shall lie within their powers to procure that the Company will not, nor shall it permit without the Pledgee’s prior written consent, do or authorize cause to do or omit, neglect or refuse to do anything otherwise than in the ordinary course of business which would result or cause any of its officers, directors, employees, agents diminution or representatives (collectively, depletion in the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding assets or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director financial position of the Company or as an officer any reduction in the value of the Company acting at Shares or their control in the direction share capital of the Board Company; 7.3. if the Pledgor receives any income or distribution of Directors money or property of any kind from the Company, the Pledgor shall hold such income or distribution for and on behalf of the Pledgee and shall deliver the same to the Pledgee; 7.4. the Pledgor shall not, without the prior written consent of the Pledgee, commence, or join with any other person in commencing, any bankruptcy, reorganization, or insolvency proceeding against the Company, the obligations of the Pledgor under this Pledge of Shares Agreement shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, reorganization, insolvency, receivership, liquidation or arrangement of the Company, or by any defense which the Company may have by reason of any order, decree or decision of any court or governmental authority resulting from any such proceeding; 7.5. the Pledgor shall not vote in favour of the following proposals made to the Company’s general meeting of shareholders (including any other meetings of shareholders or decision making process of shareholders), without the prior written consent of the Pledgee: i) a resolution to amend the Company’s articles of association; ii) a resolution to dissolve or to merge the Company; iii) a resolution to issue shares in the share capital of the Company and a resolution to grant rights to subscribe for shares in such capacity taking any action on behalf the share capital of the Company that Company; and iv) a resolution to grant authority for the acquisition by the Company is permitted to take under the Merger Agreementof shares in its own share capital.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code) or any applicable state law or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate; or (iii) engage in any business or activity other than as permitted by this Indenture, the Trust Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the Closing Date other than in accordance with Article XI thereof; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such: indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanic's or other lien) not to constitute a valid first priority security interest in the Trust Estate (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (b) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivc) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; and (ix) change the location of its principal place of business without the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of prior notice to the Company or as an officer of Indenture Trustee and the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholders.

Additional Covenants. From and after Except as required by law or as may be required pursuant to the date hereof and continuing until exercise of his or her fiduciary duties pursuant to Section 6.9% of the termination of this Reorganization Agreement, each Principal Stockholder shall agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officershis or her Affiliates, directorsprior to the Effective Time to sell, employeesassign, agents transfer or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission otherwise dispose of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data create an Encumbrance with respect to, or take any other action permit to knowingly facilitate the making of any proposal that constitutesbe sold, assigned, transferred or may reasonably, be expected to lead tootherwise disposed of, any Alternative ProposalBank Common Stock owned of record or beneficially by such Principal Stockholder, whether such shares of Bank Common Stock are owned of record or beneficially by such Principal Stockholder on the date of this Agreement or are subsequently acquired by any method, except: (i) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii) with the prior written consent of FBC (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or as FBC may otherwise agree in writing; (ivb) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shallnot, and shall cause will not permit any of his or her Affiliates, directly or indirectly (including through its Representatives toRepresentatives), immediately cease to initiate, solicit or encourage any existing activitiesdiscussions, discussions inquiries or negotiations proposals with any parties conducted heretofore third party relating to an Acquisition Transaction, or provide any such person with respect to information or assistance or negotiate with any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder person with respect to an Alternative Proposal, and each Stockholder will promptly communicate Acquisition Transaction or agree to Grifols or otherwise assist in the terms effectuation of any such proposal, discussion, negotiation Acquisition Transaction; (c) not vote or inquiry which it may receive (and will promptly provide to Grifols copies of execute any written materials received by it consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Reorganization Agreement or any of the other Contemplated Transactions; (d) at FBC's request, use his or her best efforts to cause any necessary meeting of Bank's stockholders to be duly called and held, or any necessary consent of stockholders to be obtained, for the purpose of approving or adopting the Reorganization Agreement and the other Contemplated Transactions; (e) cause any of his or her Affiliates to cooperate fully with FBC in connection with such proposal, discussion, negotiation or inquiry) the Reorganization Agreement and the identity of the Person making Contemplated Transactions; and (f) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives"a) to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty Except for transactions approved by a majority of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction disinterested directors of the Board of Directors Directors, neither the Seller nor any of its Subsidiaries shall enter into any transaction with any director, officer, employee or holder of more than 5% of the Company and in such capacity taking outstanding capital stock of any action on behalf class or series of capital stock of the Seller or any of its Subsidiaries, member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person, or member of the family of any such person, is a director, officer, trustee, partner or holder of more than 5% of the outstanding capital stock thereof, with the exception of transactions which are consummated upon terms that are no less favorable than would be available if such transaction had been effected at arms-length, in the reasonable judgment of the Board of Directors. (b) The Seller shall timely prepare and file with the Securities and Exchange Commission the form of notice of the sale of securities pursuant to the requirements of Regulation D regarding the sale of the Shares and Warrants under this Agreement. (c) The Seller shall timely prepare and file such applications, consents to service of process (but not including a general consent to service of process) and similar documents and take such other steps and perform such further acts as shall be required by the state securities law requirements of each jurisdiction where a Purchaser resides as indicated on Schedule 1 with respect to the sale of the Shares and Warrants under this Agreement. (d) Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf, shall directly or indirectly make any offers or sales of any securities or solicit any offers to buy any securities under circumstances that would cause the loss of the 4(2) exemption under the Securities Act for the transactions contemplated hereby. Subject to any consent or approval rights of the Purchasers hereunder, in the event the Company contemplates an offering of its equity or debt securities within six months following the Closing Date, the Company agrees that it shall notify the Purchasers of such offering (without providing any material non-public information to any Purchaser without its prior approval), and upon the reasonable request of Purchasers purchasing at least 75% of the Shares hereunder, the Company shall first disclose the terms and conditions and other relevant facts of such proposed transaction to Nasdaq and obtain from Nasdaq its assurance that such transaction will not be integrated with the offering which is the subject of this Agreement for purposes of the Nasdaq rules requiring shareholder approval of the issuance of 20% or more of an issuer's outstanding common stock. In the event the Company fails to obtain such assurance, then the Company shall not issue or sell any such securities without the prior written consent of Purchasers purchasing at least 75% of the Shares hereunder, provided that the Company may sell or issue securities without such consent if (i) it obtains prior shareholder approval for such sale or issuance in compliance with NASD rules, (ii) such sale or issuance is permitted to a pharmaceutical company in connection with a strategic transaction and not primarily as a capital raising transaction, so long as the Company has not affirmatively been notified (orally or in writing) by Nasdaq that it is reasonably likely to treat such sale or issuance as being integrated with the transactions contemplated under this Agreement, or (iii) none of the shares of Series B 8% Cumulative Convertible Preferred Stock are then outstanding, so long as the Company has not affirmatively been notified (orally or in writing) by Nasdaq that it is reasonably likely to treat such sale or issuance as being integrated with the transactions contemplated under this Agreement. In the event that the transactions contemplated under this Agreement are deemed integrated with any other transaction(s) by the NASD, then the Company shall as soon as possible seek the approval of its stockholders and take under such other action to authorize the Merger Agreementissuance of the full number of Shares and Warrant Shares and the full amount of securities issued and/or to be issued in such other transaction.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Collateral except as expressly permitted by this Indenture; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code) or any applicable state law or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Collateral; or (iii) engage in any business or activity other than as permitted by the Limited Liability Company Agreement, this Indenture and the other Transaction Documents and any activities incidental thereto; (iv) issue debt of obligations under any indenture other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (vii) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanics’ or other lien) not to constitute a valid first priority security interest in the Collateral; (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (b) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivc) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; or (ix) change the location of its principal place of business without prior notice to the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of Indenture Trustee and the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholders.

Additional Covenants. From Seller and Buyer agree as follows: (a) In case at any time after the date hereof and continuing until Closing Date any further action is necessary or desirable to carry out the termination purposes of this Agreement, each Stockholder of the parties will take such further action (including the execution and delivery of such further instruments and documents) as the other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification as may be provided herein). Seller acknowledges and agrees that from and after the Closing, the Buyer shall be entitled to possession of all documents, books, records (including tax records), agreements and financial date of any sort or copies thereof relating to Seller. (b) In the event and for so long as any party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction relating to events and circumstances occurring on or prior to the Closing date involving the Seller, the other party will cooperate with the contesting or defending party and its counsel in the contest or defense, make available its personnel and provide such testimony and access to its books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefore as may be provided herein). (c) Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier or other business associate of the Seller from maintaining the same business relationships with the Buyer after the Closing Date as it maintained with the Seller prior to the Closing Date. Seller will refer all customer inquiries relating to the business of the Seller to the Buyer from and after the Closing Date. (d) For a period of five (5) years from the Closing Date, the Seller shall not, nor shall it permit or authorize in any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encouragemanner, directly or indirectly, on behalf of itself or any inquiries regarding person, firm, partnership, joint venture, corporation or other business entity, (i) enter into or engage in any capacity in the submission ofbusiness described in the second preamble on the cover page of this Agreement, or in any Alternative Proposalother way compete with the Buyer in the United States in conduct of the Business; (ii) participate in any discussions solicit or negotiations regarding, or furnish cause to any Person any information or data with respect to, or take any other action to knowingly facilitate be solicited within the making of any proposal that constitutes, or may reasonably, be expected to lead toUnited States, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty present customers of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.Seller; or

Additional Covenants. From In addition to the foregoing representations, warranties, and after covenants listed in Section 29(a) and (b) above (the "STANDARD COVENANTS"), the Borrower Entities further represent, warrant and covenant as follows (the "ADDITIONAL COVENANTS") (it being understood, however, that, in the event of any conflict between the Additional Covenants and the Standard Covenants, the covenant, representation or warranty which is more restrictive of the conduct of the Borrower and/or Managing Entity shall control): (i) each of the Borrower Parties has and shall maintain its own separate minutes of corporate and company actions; (ii) each of the Borrower Parties has and shall maintain separate and full corporate limited liability company and financial records for itself only; (iii) each of the Borrower Parties has and shall pay its own expenses and liabilities from its own funds to the extent it has adequate finances to do so, and has not and shall not permit any other person to pay its expenses and liabilities; (iv) the Borrower has and shall cause all invoices or other statements of account from creditors to Borrower to be addressed and mailed directly to Borrower; (v) neither of the Borrower Parties is or shall be liable for the payment of any liability of any Affiliate; (vi) the Borrower has not and shall not permit any Affiliate to describe the Borrower as a division or department of itself; (vii) no assets shall be transferred between the Borrower and any Affiliate without reasonably equivalent value or with the intent to hinder, delay or defraud creditors; no loan shall be made between the Borrower and/or the Managing Entity, on the one hand, and any Affiliate thereof, on the other hand. 44 (viii) neither the Borrower nor the Managing Entity has or shall engage or expects to engage in any business for which the remaining property represents an unreasonably small capitalization; (ix) each of the Borrower Parties shall issue separate financial statements for itself in accordance with generally accepted accounting principles, and neither the Borrower nor the Managing Entity shall be included in the financial statements of any Affiliate, except in the connection with the preparation of consolidated financial statements of Horizon (which financial statements shall contain footnotes or other information to the effect that the Property is owned by the Borrower in a bankruptcy-remote subsidiary of Horizon and that the assets of the Managing Entity are owned by the Managing Entity in a bankruptcy-remote subsidiary of Horizon); (x) neither the Borrower nor the Managing Entity shall be included in the tax return filed by any Affiliate; (xi) the Borrower has not and shall not enter into any agreements, written or oral, between the Borrower and any Affiliate pursuant to which such Affiliate is obligated to purchase the Property, and no Affiliate has any right to compel the Borrower to sell the Property to such Affiliate pursuant to a written or oral agreement or otherwise; (xii) each of the Borrower Entities' administrative and other overhead (including the performance of duties for separate affiliated entities by common officers or employees) has been and shall be properly allocated and charged to the appropriate entity; (xiii) the ownership interests held by Horizon and Horizon L.P. in and of the Borrower Entities were validly issued and obtained for fair and reasonably equivalent value; (xiv) the transferor of the Property received fair and reasonably equivalent value for the transfer thereof to the Borrower; and (xv) the provisions contained in those certain certificates given by Borrower, Horizon and Horizon L.P., in connection with the Nonconsolidation Opinion delivered by Winston & ▇▇▇▇▇▇, are true and correct as of the date hereof and continuing shall remain true and correct until such time as the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate Loan is paid in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementfull.

Additional Covenants. From 10.1 The Partnership Parties hereby: (a) agree that they shall not sell, shall have no interest in and after shall not permit the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiatecreation of, or encourage, directly or indirectlysuffer to exist, any inquiries regarding security interest, lien, encumbrance, charge or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making claim of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; nature (iiiother than Permitted Liens) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder Materials; (b) (i) confirm that they will promptly notify Grifols post at the Storage Facilities such reasonable placards as the Company requests stating that the Company or its assignee is the owner of all Materials held in the existence of any proposal, discussion, negotiation or inquiry received by Storage Facilities and (ii) agree that they will take all actions necessary to maintain such Stockholder placards in place for the Term; (c) acknowledge and agree that the Company may file a UCC-1 statement with respect to an Alternative Proposalthe Materials stored in the Storage Facilities, and each Stockholder will promptly communicate the Partnership Parties shall cooperate with the Company in executing such financing statements as the Company deems necessary or appropriate; (d) agree that no loss allowances shall be applied to Grifols the Materials held in the Storage Facilities or transported in the Pipelines; (e) agree to provide all pumping and transfer services with respect to the Storage Facilities and the Pipelines as the Company may from time to time reasonably request with respect to any Material; (f) agree to permit the Company’s personnel to have rights of access to and egress from the Facility by crossing over, around and about the Facility for any purpose related to this Agreement, including but not limited to enforcing its rights and interests under this Agreement; provided that (i) the Company’s personnel shall follow routes and paths designated by a Partnership Party or security personnel employed by a Partnership Party, (ii) the Company’s personnel shall observe all security, fire and safety regulations while, in around or about the Facility, and (iii) the Company shall be liable for any damage directly caused by the negligence or tortious conduct of such personnel; (g) agree to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Storage Facilities and the Pipelines; (h) agree to replace, maintain and/or repair any part of the Storage Facilities or the Pipelines which may be destroyed or damaged by the elements, acts of God, fire, floods, or any other cause excluding damage or destruction caused by the negligence or tortious conduct of the Company’s personnel; (i) agree to furnish any and all fuel, power and pumping equipment, together with all personnel necessary to transport Materials in accordance with the terms of any such proposalthis Agreement; (j) agree that, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies in the event of any written materials received Crude Oil or Product spill, leak or discharge or any other environmental pollution caused by it or in connection with the use of any Storage Facilities or Pipelines, the Partnership Parties shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Partnership Party deems appropriate or necessary and shall notify or arrange to notify the Company immediately of any such proposalspill, discussionleak or discharge and of any such operations; (k) agree to refrain from changing the Tariff rates except in accordance with Sections 4.2(d), negotiation or inquiry4.2(e) and 4.5 of this Agreement or, in any case where an adjustment pursuant to Section 4.2(d) has reduced the identity rate below the Tariff rate in effect on the date hereof, in order to increase such Tariff rate to be equal to the rate in effect on the date hereof; provided that the Tariff rates shall be adjusted effective September 1, 2026 to the rates provided on Schedule C hereto and (l) represent and confirm that all representations and warranties of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 Partnership Parties contained herein shall be a limitation true and correct on any Stockholder or Representative thereof serving and as a director of the Commencement Date. 10.2 The Company hereby agrees: (a) to replace or as an officer repair, at its own expense, any part of the Company acting Pipelines and the Facility which may be destroyed or damaged through any negligent or tortious act or omission of the Company, its agents or employees; (b) to not make any alteration, additions or improvements to the Pipelines and the Storage Facilities or remove any part thereof, without the prior written consent of the Partnership Party, such consent to be at the direction Partnership Party’s sole discretion; (c) to refrain from challenging, and from encouraging or assisting any other Person in challenging, in any forum the Tariff rates and modifications to the Tariff rates in accordance with Section 10.1(k) of this Agreement; and (d) to support any change to the Tariff rates in accordance with Section 10.1(k) of this Agreement, including through appropriate filings with the FERC. 10.3 Each Party hereby agrees that: (a) it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Law. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon reasonable request. Each Party also shall immediately notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Materials; and (b) all records or documents provided by any Party to any of the Board other Parties shall, to the best knowledge of Directors such Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to any of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementother Parties no longer are accurate or complete.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder 8.1 If Partner shall not, nor shall it permit or authorize any make a rights issuance to all of its officersshareholders offering them the opportunity on a basis pro rata to the interest owned by them to buy Ordinary Shares, directors, employees, agents or representatives (collectively, the "Representatives") to, then: (i) solicit or initiateif such issuance is made between the date of this Offer Letter (inclusive of such date) and the Closing Date (exclusive of such date) and the Receiver shall decide, or encouragein his sole and absolute discretion, directly or indirectlyto participate in such rights issuance on a basis pro rata to the interest represented by the Purchased Shares, any inquiries regarding or the submission of, any Alternative ProposalOrdinary Shares purchased by the Receiver shall be included in the Purchased Shares and the Purchase Price shall be increased to include the full amount paid by the Receiver for such Ordinary Shares; and (ii) if such issuance is made between the Acceptance Date (inclusive of such date) and the Closing Date (exclusive of such date) and the Receiver shall decide, in his sole and absolute discretion, not to participate at all or to his full pro rata right in the rights issuance, then, the Offeror shall have the option to extend a loan to the Receiver ("Offeror Loan"), on a non-recourse basis, in an amount sufficient to enable the Receiver to participate in the rights issuance on a pro rata basis in full, with the Ordinary Shares so acquired by the Receiver ("Rights lssue Shares") serving as the sole security and recourse for the Offeror Loan and all amounts accrued thereon or connected therewith. The Offeror Loan shall not bear any discussions interest unless otherwise required by applicable law, in which case interest shall accrue on the principal amount of the Offeror Loan at the minimum rate required by applicable law. Subject to and upon Closing, the Receiver shall transfer the Rights Issue Shares to the Offeror in exchange for the full and final settlement of all amounts owing in respect of the Offeror Loan, including any accrued interest, and following such transfer no other amounts shall be owing by the Receiver in respect of the Offeror Loan. Should this Offer Letter be terminated in accordance with its terms, then the Receiver shall as soon as reasonably practicable after such termination, transfer the Rights Issue Shares to the Offeror in exchange for the full and final settlement of all amounts owing in respect of the Offeror Loan, including any accrued interest, and following such transfer no other amounts shall be owing by the Receiver in respect of the Offeror Loan. Other than the Offeror's recourse to the Rights Issue Shares, the Receiver shall have no liability to the Offeror Group or negotiations regardingany other Person in respect of the Rights Issue Shares and/or the Offeror Loan, or furnish including as to any Person any information or data with interest, Taxes, costs and expenses. The Offeror undertakes to indemnify and hold the Receiver harmless against and in respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, and all liability for any and all Taxes payable or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty of incurred by the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it Receiver in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing transactions described in this Section 1.5 8.1(ii) including the acquisition of the Rights Issue Shares, interest accruing on account ofthe Offeror Loan and the transfer of the Rights Issue Shares in exchange for the settlement of the Offeror Loan. The Receiver shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to the Offeror pursuant to this Section 8.1(ii) such amounts as the Receiver is required to deduct or withhold therefrom under the Ordinance unless the Offeror provides the Receiver with a limitation on valid reduction or exemption certificate or ruling issued by the ITA which is in customary fonn reasonably satisfactory to the Receiver providing for an exemption from withholding or reduced rate of withholding, in which case the Receiver shall follow the instructions of such certificate or ruling, provided, however, that if the Receiver is required to make any Stockholder deduction or Representative thereof serving as a director withholding, the obligations of the Company or as an officer Receiver pursuant to this Section 8.1(ii) shall be subject to the payment by the Offeror to the Receiver of the Company acting at cash amount required to be paid by the direction Receiver on account of such Taxes, and to the extent the Offeror shall not pay the Receiver such cash amount within 14 days of the Board of Directors Receiver's first written demand, the Receiver shall be entitled to sell such portion of the Company Rights Issue Shares sufficient to enable the Receiver to pay all such Taxes and in cover all ofhis costs and expenses associated with such capacity taking sale, and the provisions of this Section 8.1(ii) shall apply solely to the remaining Rights Issue Shares, and such sale shall not create any action on behalf further liability to the Receiver. For the avoidance of doubt, the Company that provisions of this Section 8.1(ii) shall not affect the Company is permitted to take under the Merger AgreementClosing Date Consideration.

Additional Covenants. From and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall (a) The Note Issuer will not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, : (i) solicit sell, transfer, exchange or initiateotherwise dispose of any portion of the Timeshare Loans Collateral except as expressly permitted by this Note Purchase Agreement; (ii) claim any credit on, or encouragemake any deduction from, the principal of, or interest on, the Note (other than amounts properly withheld from such payments under the Code) or any applicable state law or assert any claim against the Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Timeshare Loans Collateral; (iii) engage in any business or activity other than as permitted by this Note Purchase Agreement, the Trust Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the initial Transfer Date other than in accordance with Article XI thereof; (iv) issue debt or obligations under any indenture or note purchase agreement other than this Note Purchase Agreement; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Note Issuer pursuant to this Note Purchase Agreement, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (A) permit the validity or effectiveness of this Note Purchase Agreement or any Grant hereby to be impaired, or permit the Lien of this Note Purchase Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Note Purchase Agreement, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Timeshare Loans Collateral or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Note Purchase Agreement or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Note Purchase Agreement, or furnish permit the Lien of this Note Purchase Agreement (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanic’s or other lien) not to constitute a valid first priority security interest in the Timeshare Loans Collateral; (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Note Issuer to be (A) taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (B) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivC) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; or (ix) change the location of its principal place of business without the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of prior notice to the Company or as an officer of Collateral Agent and the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementNoteholder.

Additional Covenants. From and after the date hereof and continuing until the termination of this AgreementExcept as required by law, each Stockholder shall Principal Shareholder agrees that he or she will: (a) not, nor shall it and will not permit or authorize any of its officers, directors, employees, agents his or representatives (collectively, her Affiliates prior to the "Representatives") Effective Time to, (i) solicit sell, assign, transfer or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission otherwise dispose of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data create an Encumbrance with respect to, or take any other action permit to knowingly facilitate the making of any proposal that constitutesbe sold, assigned, transferred or may reasonably, be expected to lead tootherwise disposed of, any Alternative ProposalCompany Stock owned of record or beneficially by such Principal Shareholder, whether such shares of Company Stock are owned of record or beneficially by such Principal Shareholder on the date of this Agreement or are subsequently acquired by any method, except: (i) for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii) with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (iii) enter into as Acquiror may otherwise agree in writing; (b) not, and will not permit any agreement of his or her Affiliates, directly or indirectly (including through its Representatives), to: (i) initiate, solicit or encourage any discussions, inquiries or proposals with respect any third party relating to any Alternative Proposal or approve or resolve to approve any Alternative Proposalan Acquisition Transaction; or (ivii) take provide any action which would make any representation such person with information or warranty of the Stockholder in this Agreement untrue assistance or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations negotiate with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder person with respect to an Alternative Proposal, and each Stockholder will promptly communicate Acquisition Transaction or agree to Grifols or otherwise assist in the terms effectuation of any such proposalAcquisition Transaction, discussion, negotiation except as necessary for the Company’s board of directors to fulfill its fiduciary duties; (c) not vote or inquiry which it may receive (and will promptly provide to Grifols copies of execute any written materials received by it consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Merger Agreement or any of the other Contemplated Transactions; (d) at Acquiror’s request, use his or her best efforts to cause any necessary meeting of the Company’s shareholders to be duly called and held, or any necessary consent of shareholders to be obtained, for the purpose of approving or adopting the Merger Agreement and the other Contemplated Transactions; (e) cause any of his or her Affiliates to cooperate fully with Acquiror in connection with such proposal, discussion, negotiation or inquiry) the Merger Agreement and the identity of the Person making Contemplated Transactions; and (f) execute and deliver such proposal additional instruments and documents and take such further action as may be reasonably necessary to effectuate and comply with his or inquiry or engaging in such discussion or negotiation. Nothing in her respective obligations under this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction of the Board of Directors of the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreement.