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 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 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 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 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 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 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 (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 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 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 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 (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 (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 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 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 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 and after 1. Proxy Statement; Schedule 13E-3. (a) To the date hereof and continuing until the termination of this Agreementextent permitted by applicable Law, each of the Lenders will furnish all information concerning it and its Affiliates, if applicable, as the Borrower may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement and the Schedule 13E-3. If at any time prior to the Company Stockholder shall not, nor shall it permit or authorize Meeting any information relating to any of the Lenders or any of their respective Affiliates should be discovered by the Borrower, on the one hand, or any of the Lenders, on the other hand, that should be set forth or incorporated by reference in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, as the case may be, so that such filing would not include any misstatement 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 were made, not misleading, then the party that discovers such information will promptly notify the other, and an appropriate amendment or supplement to such filing describing such information will be promptly prepared and filed with the SEC by the appropriate party and, to the extent required by applicable Law or the SEC or its officersstaff, directorsdisseminated to the Borrower’s stockholders. Notwithstanding the forgoing, employeesno representation, agents warranty, covenant or representatives agreement is made by the Borrower with respect to any information supplied by any of the Lenders for inclusion or incorporation by reference into the Proxy Statement or the Schedule 13E-3. (collectivelyb) Except to the extent required by applicable Law, the "Representatives") toBorrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, may not communicate in writing with the SEC or its staff with respect to the Proxy Statement or the Schedule 13E-3 without first providing the other party a reasonable opportunity to review and comment on such written communication, and each party will give good faith consideration to all reasonable additions, deletions or changes suggested thereto by the other parties or their respective counsel; provided, that the foregoing shall not apply in respect of any communications in respect of a Change of Board Recommendation. To the extent permitted by applicable Law, the Borrower, on the one hand, and each of the Lenders, on the other hand, will advise the other party, promptly after it receives notice thereof, of any receipt of a request by the SEC or its staff for (i) solicit any amendment or initiate, or encourage, directly or indirectly, any inquiries regarding revisions to the Proxy Statement or the submission of, any Alternative ProposalSchedule 13E-3; (ii) participate in any discussions receipt of comments from the SEC or negotiations regarding, its staff on the Proxy Statement or furnish to any Person any information the Schedule 13E-3; 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 receipt of a request by the SEC 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 staff for additional information 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 Agreementtherewith.

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 (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 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 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 (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 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 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 and (a) Except as required by this Agreement, any other Transaction Document or applicable laws, no resolution of the directors, owners, members, partners or shareholders of any Group Company shall be passed, nor shall any contract or commitment be entered into, in each case, at any time after the date hereof and continuing until prior to the termination Closing without the written consent of the Series F Investor, provided that each Group Company may carry on its respective business on a normal and usual basis and in the same manner as heretofore, and may pass resolutions and enter into contracts or commitments for so long as they are effected in the ordinary course of business, and provided further that during such period, unless expressly provided for under this Agreement or any other Transaction Document, no Group Company shall take, and the Company shall not permit any Group Company to take, any of the actions set out in Section 8.1 of the Shareholders Agreement without the prior written approval of the Series F Investor. (b) If at any time after the date hereof and before the Closing, any of the Management or any Group Company comes to know of any material fact or event which (i) is in any way materially inconsistent with any of the representations and warranties given by any Warrantor under Section 4, and/or (ii) suggests that any material fact warranted under Section 4 may not be as warranted or may be materially misleading, any of the Management or any Group Company shall give immediate written notice thereof to each Series F Investor. The written notice given by any of the Management or any Group Company shall not relieve any of them from liability for any breach of this Agreement, each Stockholder shall not, nor shall it permit . (c) If any Group Company forms 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 acquires an equity stake in any discussions or negotiations regardingother subsidiary after the Closing Date, or furnish such other subsidiary shall execute a deed of adherence in form and substance satisfactory 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 Series F Investor in favour of the Stockholder in Series F Investor, agreeing to assume the rights and obligations under this Agreement untrue or incorrect or preventas a “Group Company” and “Warrantor”, burden or materially delay and the consummation of the transactions contemplated by this Agreement. Upon execution of Parties agree that upon such execution, such other subsidiary shall become a party to 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 “Group Company,” and “Warrantor.” (d) The Company shall discuss with professional advisors regarding the appropriate approach of its service outsourcing arrangement to optimize 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 Agreementcurrent service outsourcing model.

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 (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 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 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) The Seller agrees with the Certificate Owners and each Rating Agency that the Seller shall not issue any additional securities that could reasonably be expected to affect materially and adversely the rating of the Certificates issued pursuant to this Agreement unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates pursuant to an agreement with terms substantially similar to the terms of this Agreement shall not be deemed to materially and adversely affect the ratings on the Certificates. The Seller shall provide a copy of any such consent to the Trustee. (b) The Seller shall not do any of the following without the prior written consent of each Rating Agency (other than Moody's) (which consent shall be to the effect that the acts set forth below shall not affect materially adversely such rating) and, upon the Seller's receipt of such written consent from each Rating Agency (other than Moody's), the Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller and, promptly after the date hereof and continuing until the termination occurrence of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelythe following, the "Representatives") toSeller shall provide notice of such occurrence to Moody's, so long as Mood▇'▇ ▇▇ then rating any outstanding Certificates: (i) solicit engage in any business or initiateactivity other than those set forth in Article [Three][Two] of the Seller's Certificate of Incorporation[, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; as amended]; (ii) participate in incur any discussions or negotiations regardingindebtedness, or furnish to assume or guaranty any Person any information or data with respect to, or take indebtedness of any other action to knowingly facilitate the making of entity, other than (A) 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 indebtedness incurred 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 connection with any parties conducted heretofore with respect to any certificates or notes (as defined in the Seller's Certificate of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposalIncorporation), 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 provided that any such proposalfuture indebtedness incurred in connection with any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, discussion, negotiation or inquiry which it may receive (and will promptly provide prior to Grifols copies the issuing of any written materials received by it such future indebtedness incurred in connection with such proposalcertificates or notes, discussionthe Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness and (B) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of Receivables, negotiation or inquiryprovided that (1) such indebtedness shall be fully subordinated (and shall provide for payment only after payment in respect of all outstanding rated debt) and the identity shall be nonrecourse against any assets of the Person making Seller other than the assets pledged to secure such proposal or inquiry or engaging indebtedness; (2) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such discussion or negotiation. Nothing indebtedness are insufficient to pay such indebtedness; (3) holders of such indebtedness agree that they have no rights in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director assets of the Company Seller other than the assets pledged to secure such indebtedness; and (4) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an officer entirety to any entity, unless: (A) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Company acting at Seller is organized and existing under the direction laws of the Board State of Directors Delaware, expressly assumes the due and punctual payment of, all obligations of, the Seller, including those obligations of the Company Seller under this Agreement and in such capacity taking any action on behalf the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of Article [Three][Two], Article [Four][Five] and Article [Fifteen][Seven] of the Company Seller's Certificate of Incorporation[, as amended]; and (B) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; and (C) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that the Company is permitted to take under the Merger Agreement.(1) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such

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 11.1 Except to the same extent that this Agreement may be assigned under Section 16.8, PSIVIDA shall not (and after shall cause its Affiliates not to) sell, assign or otherwise transfer to any person any PSIVIDA Patent Rights, PSIVIDA Program Patent Rights, any PSIVIDA Technology, PSIVIDA Program Technology (or agree to do any of the foregoing). Except for grants of licenses or other similar rights by PSIVIDA outside the Field to Third Parties to the extent consistent with this Agreement and except to the extent incurred or permitted to exist under the agreements set forth on Exhibit G as of the date hereof hereof, PSIVIDA hereby covenants and continuing until the termination of this Agreement, agrees that PSIVIDA shall not incur or permit to exist (and shall cause each Stockholder shall not, nor shall it permit or authorize any of its officersAffiliates not to incur or permit to exist), 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 PSIVIDA Patent Rights, PSIVIDA Program Patent Rights, PSIVIDA Technology, PSIVIDA Program Technology, any lien, encumbrance, charge, security interest, mortgage, liability or approve other restriction (including in connection with any indebtedness). 11.2 PSIVIDA (a) shall not execute 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 shallotherwise permit, and shall cause its Representatives toAffiliates to refrain from executing or otherwise permitting, immediately cease any existing activitiesamendment, discussions modification, consent or negotiations waiver to the UKRF Licenses, the Faber Agreement, the BMP Agreement, the Alimera Agreement or the B&L Agreement in a manner that would adversely affect the rights of PFIZER hereunder, without the prior written consent of PFIZER, (b) shall not make any election or exercise any right or option (or omit to take any action) which would, and shall cause its Affiliates to refrain from making any election or exercising any right or option (or omitting to take any action) which would, terminate or relinquish in whole or in part any right under a UKRF License, (c) shall comply, and shall cause its Affiliates to comply in all material respects, with all of its, and its Affiliates’ obligations under the UKRF Licenses, the Faber Agreement, the BMP Agreement, the Alimera Agreement and the B&L Agreement, (d) shall take, and shall cause its Affiliates to take, such actions as shall be necessary to keep in full force and effect the UKRF Licenses, and (e) shall give prompt notice to PFIZER, together with a detailed summary of outstanding issues if PFIZER so requests, of any parties conducted heretofore with respect to notice received from the Third Party, of any actual or alleged defaults, breaches, violations, proposed amendments or proposed modifications of, or any proposed waivers under, any of the foregoing. Each Stockholder will promptly notify Grifols UKRF Licenses by any of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder parties thereto. * Confidential information has been omitted and filed separately with respect the Securities and Exchange Commission 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 Agreementconfidential treatment request.

Additional Covenants. From Except as required by law, each Principal Stockholder agrees that such Principal Stockholder will: (a) not, and after will not permit any of such Principal Stockholder’s 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 Contemplated Transactions; (c) use such Principal Stockholder’s 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 or inquiry received by of such Stockholder Principal Stockholder’s 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 or inquiry or engaging in additional instruments and documents and take such discussion or negotiation. Nothing in further action as may be reasonably necessary to effectuate and comply with such Principal Stockholder’s 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 SECTION 7.01 Covenants of the Company and after the Principal Shareholders. ------------------------------------------------------- During the period commencing on the date hereof and continuing until through the termination of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelyClosing Date, the "Representatives"Company and each Principal Shareholder agrees to: (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 use its best efforts to any Person any information or data comply promptly with respect to, or take any other action to knowingly facilitate the making of any proposal all requirements that constitutes, or applicable Legal Requirements may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement impose upon it 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 , and shall cooperate promptly with, and furnish information to, Buyer in connection with any such requirements imposed upon Buyer or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable efforts to obtain (and to cooperate with Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by the Company or the Principal Shareholders, as applicable, in connection with the transactions contemplated by this Agreement; (d) use its reasonable efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 6.01 of this Agreement; (e) promptly advise Buyer orally and, each Stockholder shallwithin three (3) Business Days thereafter, in writing of any change in the Company's business or condition that has had or may have a Material Adverse Effect; (f) to vote all of its shares in favor of approval of the Merger; (g) deliver to Buyer a written consent by Deloitte & Touche LLP to the incorporation, use and shall cause its Representatives todisclosure of all audited financial statements prepared by Deloitte & Touche LLP in the past or in the future in any and all filings, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect submissions and disclosures to any Governmental Entities; (h) deliver to Buyer within five (5) days after the Closing Date a complete aging of the foregoing. Each Stockholder will promptly notify Grifols Company's accounts receivable as of the existence Closing Date; and (i) deliver to Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that -------- ------- the disclosure of such untrue statement or omission shall not prevent Buyer from terminating this Agreement pursuant to Section 8.01(c) hereof at any time at or prior to the Closing in respect of any proposal, discussion, negotiation original untrue 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 Agreementmisleading statement.

Additional Covenants. SECTION 4.1 Conduct of Business Prior to the Closing. From and after the date hereof through the Closing Date, Seller hereby covenants and continuing agrees that the Company and the Subsidiaries shall conduct their respective businesses in the ordinary course consistent with past practice and shall use their best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof 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 (collectivelyClosing Date, the "Representatives") toCompany, the Subsidiaries, and Seller will not without the prior written consent of Purchaser, such consent to be granted or withheld in Purchaser's sole, absolute and unreviewable discretion, (i) solicit or initiateissue any shares of the stock, warrants, options, or encouragestock equivalents or declare or make any payment on account of the purchase, directly redemption, retirement or indirectlyacquisition or any shares of the Company or any Subsidiary, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in declare any discussions dividends or negotiations regardingmake any distributions to Seller except a one-time distribution to Seller of the Company's undistributed taxable income, 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 that would have a Material Adverse Effect on the Company, or any Subsidiary, (iv) incur any indebtedness from borrowed money, (v) subject the assets of the Company, any Subsidiary, to any additional liens or encumbrances or mortgages, (vi) adopt or propose any change in its articles of incorporation or bylaws of the Company, any Subsidiary, (vii) merge or consolidate with any other Person, acquire a material amount of assets of any other Person, (viii) sell, lease, license or otherwise dispose of any assets or property of the Company, or any Subsidiary which have been disclosed to Purchaser, (ix) enter into or renew (whether by exercise of option or otherwise) or amend in any material respect any Contract or any Lease without the prior written consent of Purchaser, (x) take or agree or commit to take any action that would make any representation or warranty of the Stockholder Company, any Subsidiary, or Seller inaccurate in this Agreement untrue any respect at, or incorrect or prevent, burden or materially delay the consummation as of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives any time prior to, immediately cease the Closing Date or omit or agree or commit to omit to take any existing activitiesaction necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time; (xi) permit the Company, discussions or negotiations with any parties conducted heretofore with respect Subsidiary, to agree or commit to do 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 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 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.

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 62 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 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 The Shareholder will not invite or seek any Opposing Proposal, support (or suggest that anyone else should support) any Opposing Proposal that may be made, or ask the Board of Directors of SIBC to consider, support or seek any Opposing Proposal, or otherwise take any action designed to make any Opposing Proposal more likely. The Shareholder will not meet or otherwise communicate with any person that makes or is considering making an Opposing Proposal or any representative of such person after becoming aware that the date hereof and continuing until person has made or is considering making an Opposing Proposal. The Shareholder will promptly advise SIBC of each contact the termination of this Agreement, each Stockholder shall not, nor shall it permit Shareholder or authorize any of its officers, directors, employees, agents or his representatives (collectively, to the "Representatives"extent he has knowledge thereof) to, (i) solicit may receive from any person relating to any Opposing Proposal or initiate, otherwise indicating that any person may wish to precipitate or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate engage in any discussions transaction arising out of any Opposing Proposal and will provide all information FNBC requests that is available to the Shareholder regarding any Opposing Proposal or negotiations regardingpossible Opposing Proposal. The Shareholder will not make any claim or join in any litigation alleging that the Board of Directors of SIBC is required to consider, endorse or furnish support any Opposing Proposal or to invite or seek any Person any information or data with respect to, or Opposing Proposal. The Shareholder will not take any other action that is reasonably likely 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 Merger less likely or negotiations with any parties conducted heretofore with respect to impair FNBC’s ability to exercise any of the rights granted by the Merger Agreement. Notwithstanding the foregoing. Each Stockholder will promptly notify Grifols , the Board of Directors of SIBC may comply with the provisions of Section 8.07 of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect Merger Agreement that relate 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) Acquisition Proposal 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 5 will not apply to such actions or inactions by any Stockholder or Representative thereof serving as a director of the Company or as an officer of the Company acting at the direction member of the Board of Directors of the Company and SIBC in such his capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementas such.

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 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 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 Carrier covenants and after agrees that: 1. It shall use an insurance company acceptable to Company and maintains insurance coverage and limits as outlined in Section 5.02 herein. Carrier shall keep on file proof of such insurance and provide a copy to the date hereof and continuing until the termination Company upon execution of this AgreementAgreement and otherwise make it available to Company upon request; 2. It shall be in compliance with all applicable provincial, each Stockholder federal, state and local laws, rules and regulations governing the transportation of Company’s Customers; 3. It shall nothave all necessary equipment and properly qualified, nor trained and licensed pilots and other staff for the transportation of Company’s Customers. Equipment furnished shall it permit be well-maintained, clean, empty, insect and rodent free, odor-free and watertight. Equipment shall not have been used for transportation of pesticides, rodenticides, insecticides, toxic chemicals, or authorize industrial, municipal or any type of waste, except as agreed to by Company in writing 4. It shall be able to safely and adequately provide the transportation and related services for the movement of Company’s Customers; 5. All liability for Customer, loss, injury, destruction or damage to Customer or Customer’s property shall be the sole and exclusive responsibility of the Carrier and Carrier shall indemnify the Company as set forth herein; 6. Any of Customer’s property which has been tendered to the Carrier intact, and released by the Carrier in a damaged condition or is lost or destroyed subsequent to such tender, shall be conclusively presumed to have been lost, damaged or destroyed by the Carrier; 7. Carrier shall provide information about itself as requested from time to time by Company. Carrier shall immediately notify Company of any information that comes to its officersattention that might affect Carrier's performance, directorsability to provide the Services hereunder, employeesits financial condition, agents licenses or representatives (collectivelyregistrations to operate, or safety of operations, as well as any information relevant to Company concerning the Carrier and its ability to perform the Services hereunder; 8. During any trip with any Customer, the "Representatives") to, Carrier shall not make any stops or excursions except as authorized by the Company in advance of a trip; provided however that the consent of the Company shall not be needed for (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 emergency services 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 required during 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.flight,

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 and after the date hereof and continuing (a) Each Forbearing Lender agrees that until the expiration or termination of this Agreementthe Lender Forbearance Period, 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, not directly or indirectlyindirectly sell, transfer, lend, gift, convert, enter into any inquiries regarding derivative or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data hedging agreement with respect to, or take otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership)2 in any of its Loans or Commitments or enter into any agreement, arrangement or understanding in connection therewith, except that each Forbearing Lender may Transfer any of the foregoing: (i) to the extent such Forbearing Lender is managing the Loans and/or Commitments on behalf of a fund, to another fund managed by the Forbearing Lender if the representations and warranties set forth in Section 5 remain true and correct in all respects after such Transfer; (ii) to any other action Forbearing Lender (including through a broker-dealer intermediary), in which case, such Loans and/or Commitments shall automatically be deemed to knowingly facilitate be subject to 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 to a transferee the 2 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Loans and/or Commitments or the right to acquire the Loans and/or the Commitments. Forbearing Lender controls, is controlled by, is under common control with respect or is an affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act), affiliated fund, or affiliated entity with a common investment advisor, so long as the applicable transferee agrees to any Alternative Proposal or approve or resolve to approve any Alternative Proposalbe bound by all the terms of this Agreement as if such transferee had originally executed this Agreement; or (iv) take to any action which would make any representation other person provided that the transferee agrees in writing prior to such Transfer to be bound by all the terms of this Agreement as if such transferee had originally executed this Agreement, or warranty the transferee executes and delivers a separate agreement with terms substantially similar to this Agreement for the benefit of the Stockholder Borrowers (the Transfers set forth in the foregoing clauses (i) to (iv), a “Permitted Transfer” and such party to such Permitted Transfer, a “Permitted Transferee”) (any Transfer that does not comply with this paragraph shall be void ab initio). Upon satisfaction of the foregoing requirements in this Section 7(a), the transferee shall be deemed to be a Forbearing Lender hereunder and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement untrue or incorrect or preventto the extent of such transferred rights and obligations. (b) This Agreement shall in no way be construed to preclude the Forbearing Lender from acquiring additional Loans and/or Commitments; provided, burden or materially delay that (A) if any Forbearing Lender acquires additional Loans and/or Commitments during the consummation of the transactions contemplated by this Agreement. Upon execution term of this Agreement, each Stockholder shall, such Forbearing Lender shall report its updated holdings of Loans and/or Commitments to the Borrowers within three (3) Business Days of such acquisition and (B) any acquired Loans and/or Commitments shall cause its Representatives to, automatically and immediately cease any existing activities, discussions upon acquisition by a Forbearing Lender be deemed subject to the terms of this Agreement (regardless of when or negotiations with any parties conducted heretofore with respect to any whether notice of such acquisition is given). (c) Each of the Borrowers understands that the Forbearing Lenders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing. Each Stockholder will promptly notify Grifols , each of the existence Borrowers acknowledges and agrees that, to the extent a Forbearing Lender expressly indicates on its signature page hereto that it is executing this Agreement on behalf of any proposalspecific trading desk(s) and/or business group(s) of the Forbearing Lender that principally manage and/or supervise the Forbearing Lender’s investment in such Borrower, discussion, negotiation or inquiry received by the obligations set forth in this Agreement shall only apply to 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 inquirytrading desk(s) and/or business group(s) and the identity shall not apply to any other trading desk or business group 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 Forbearing Lender so long as a director of the Company or as an officer of the Company they are not acting at the direction or for the benefit of the Board of Directors of the Company and such Forbearing Lender or such Forbearing Lender’s investment in such capacity taking any action on behalf of the Company Borrower; provided that the Company is permitted to take under foregoing shall not diminish or otherwise affect the Merger obligations and liability therefor of any legal entity that executes this Agreement. (d) Further, notwithstanding anything in this Agreement to the contrary, the Parties agree that, in connection with the delivery of signature pages to this Agreement by a Forbearing Lender that is a Qualified Marketmaker (defined below) before the occurrence of conditions giving rise to the effective date for the obligations hereunder, such Forbearing Lender shall be a Forbearing Lender hereunder solely with respect to the Loans and/or Commitments listed on such signature pages and shall not be required to comply with this Agreement for any other Loans it may hold from time to time in its role as a Qualified Marketmaker. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Borrowers (or enter with customers into long and short positions in claims against the Borrowers), in its capacity as a dealer or market maker in claims against the Borrowers and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

Additional Covenants. From (a) Except as otherwise expressly provided herein, the Issuer shall preserve its corporate or other legal existence and after its rights and licenses to the date hereof extent necessary or desirable in the operation of its business and continuing until affairs and be qualified to do business in each jurisdiction where its ownership of property or the termination conduct of this Agreementits business requires such qualifications; provided, each Stockholder however, that nothing herein contained shall not, nor shall it permit be construed to obligate the Issuer to retain or authorize preserve any of its officersrights or licenses, directorsno longer used or, employees, agents or representatives (collectivelyin the judgment of its Board useful in the conduct of its business. Except as otherwise expressly provided herein, the "Representatives") toIssuer shall cause the Subsidiary to preserve its corporate or other legal existence and its rights, (i) solicit and licenses, to the extent necessary or initiatedesirable in the operation of its business and affairs and be qualified to do business in each jurisdiction where its ownership of property or the conduct of its business requires such qualifications; provided, however, that nothing herein contained shall be construed to obligate the Subsidiary to retain or encouragepreserve any of its rights or licenses no longer used or, directly or indirectlyin the judgment of its Board of Directors useful, in the conduct of its business, excluding, however, any inquiries regarding rights or licenses related to the submission ofCollateral, any Alternative Proposal; which shall be maintained by the Subsidiary until the Notes are no longer Outstanding herein and the Collateral Agreement terminated. (iib) 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 The Issuer shall, and shall cause its Representatives the Subsidiary to, immediately cease any existing activities, discussions or negotiations do all things reasonably necessary to conduct their respective affairs and carry on their respective businesses and operations in such manner as to comply with any parties conducted heretofore and all applicable laws of the United States and the several states thereof and duly observe and conform to all valid orders, regulations or requirements of any governmental authority relative to the conduct of their respective businesses and, with respect to the Subsidiary, its ownership of the Collateral; provided, nevertheless, that nothing herein contained shall require either to comply with, observe and conform to any such law, order, regulation or requirement of any governmental authority so long as the validity thereof or the applicability thereof to it shall be contested in good faith. (c) The Issuer shall, and shall cause the Subsidiary to, pay promptly all lawful taxes, governmental charges and assessments at any time levied or assessed upon or against the Collateral; provided, however, that the Issuer and the Subsidiary shall each have the right to contest in good faith any such taxes, charges or assessments or the collection of any such sums and pending such contest may delay or defer payment thereof. (d) When any Event of Default has occurred and is continuing under this Trust Indenture, or if the Trustee, the Collateral Agent or the Holder of any Notes gives any notice or takes any other action with respect to a claimed default, the Issuer shall promptly (which shall be no more than 30 days after becoming aware of such default) deliver to the Trustee and the Collateral Agent, by registered or certified mail or by facsimile or electronic transmission, an Authorized Officer's certificate specifying such event and what action the Issuer proposes to take with respect thereto. (e) The Issuer covenants, on behalf of itself and the Subsidiary (in each case, to the extent that it may lawfully do so), that neither will at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Trust Indenture or the Collateral Agreement, and the Issuer, on behalf of itself and the Subsidiary (in each case, to the extent that it may lawfully do so), hereby expressly waives all benefit or advantage of any such law, and covenants that neither will seek to hinder, delay or impede the execution of any power herein granted to the Trustee and the Collateral Agent by resort to any such law, but shall suffer and permit the execution of every such power as though no such law has been enacted. (f) Until the Notes are no longer Outstanding and the Collateral Agreement has been terminated, the Issuer shall not permit the Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of any of the foregoing. Each Stockholder will promptly notify Grifols Collateral, except as expressly permitted by this Trust Indenture and the Collateral Agreement. (g) Upon the written request of the existence of any proposalTrustee, 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 Issuer shall promptly provide to Grifols the Trustee with copies of any written materials received reports or filings made by it in connection the Issuer 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 AgreementSEC.

Additional Covenants. From (a) The Seller agrees with the Certificate Owners and each Rating Agency that the Seller shall not issue any additional securities that could reasonably be expected to affect materially and adversely the rating of the Certificates issued pursuant to this Agreement unless it shall have first obtained the written consent of each Rating Agency to the effect that such issuance will not materially adversely affect such rating; provided that, the issuance of another series of certificates pursuant to an agreement with terms substantially similar to the terms of this Agreement shall not be deemed to materially and adversely affect the ratings on the Certificates. The Seller shall provide a copy of any such consent to the Trustee. (b) The Seller shall not do any of the following without the prior written consent of each Rating Agency (other than Moody's), which consent shall be to the effect that the acts set forth below shall not affect materially adversely such rating) and, upon the Seller's receipt of such written consent from each Rating Agency (other than Moody's), the Trustee shall, without any exercise of its own discretion, also provide its written consent to the Seller and, promptly after the date hereof and continuing until the termination occurrence of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelythe following, the "Representatives"Seller shall provide notice of such occurrence to Moody's, so long as Moody's is then rating any outstanding Certificates: (▇) to▇ngage in any business or activity other than those set forth in Article Three of the Seller's Certificate of Incorporation, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; as amended; (ii) participate in incur any discussions or negotiations regardingindebtedness, or furnish to assume or guaranty any Person any information or data with respect to, or take indebtedness of any other action to knowingly facilitate the making of entity, other than (A) 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 indebtedness incurred 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 connection with any parties conducted heretofore with respect to any certificates or notes (as defined in the Seller's Certificate of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposalIncorporation), 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 provided that any such proposalfuture indebtedness incurred in connection with any certificates or notes must be rated at least with the same ratings given the outstanding certificates or notes secured or supported by assets acquired by the Seller from NMAC by each nationally recognized statistical rating organization that has rated such outstanding certificates or notes or, discussion, negotiation or inquiry which it may receive (and will promptly provide prior to Grifols copies the issuing of any written materials received by it such future indebtedness incurred in connection with such proposalcertificates or notes, discussionthe Seller shall have received confirmation from each nationally recognized statistical rating organization that has rated such outstanding certificates or notes that the ratings of such outstanding certificates or notes will not be adversely affected by the issuance of such future indebtedness and (B) any indebtedness to NMAC or any of its Affiliates incurred in connection with the acquisition of Receivables, negotiation or inquiryprovided that (1) such indebtedness shall be fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt) and the identity shall be nonrecourse against any assets of the Person making Seller other than the assets pledged to secure such proposal or inquiry or engaging indebtedness; (2) such indebtedness does not constitute a claim against the Seller in the event the assets pledged to secure such discussion or negotiation. Nothing indebtedness are insufficient to pay such indebtedness; (3) holders of such indebtedness agree that they have no rights in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director assets of the Company Seller other than the assets pledged to secure such indebtedness; and (4) to the extent that any holder of such indebtedness is deemed to have any interest in any assets of the Seller other than the assets pledged to secure such indebtedness, holders of such indebtedness agree that their interest is subordinate to claims or rights of holders of other indebtedness issued by the Seller, and that such agreement constitutes a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. (iii) dissolve or liquidate, in whole or in part; consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an officer entirety to any entity, unless: (A) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Company acting at Seller is organized and existing under the laws of the State of Delaware, expressly assumes the due and punctual payment of, all obligations of, the Seller, including those obligations of the Seller under this Agreement and the Basic Documents, and has a Certificate of Incorporation containing provisions identical to the provisions of the "Restricted Articles," as defined in the Seller's Certificate of Incorporation, of the Seller's Certificate of Incorporation[, as amended]; and (B) immediately after giving effect to the transaction, no default or event of default has occurred and is continuing under any indebtedness of the Seller or any agreements relating to such indebtedness; and (C) the entity (if other than the Seller) formed or surviving the consolidation or merger or which acquires the properties and assets of the Seller agrees that (1) it shall maintain its funds or assets as identifiable and not commingle its funds or assets with those of any direct or ultimate parent of such entity and pay from its assets all obligations and indebtedness of any kind incurred by it, (2) it shall maintain bank accounts, corporate records and books of account separate from those of any direct or ultimate parent of such entity and (3) the business affairs of such entity will be managed by or under the direction of its board of directors and it will conduct its business from an office space separate from any direct or ultimate parent of such entity; and (D) each nationally recognized statistical rating organization that has rated any issue of certificates or notes secured or supported by the Board assets acquired by the Seller from NMAC shall confirm in writing that the rating of Directors such certificates or notes shall not be adversely affected by such consolidation or merger; (iv) without the affirmative vote of 100% of the Company and in such capacity taking any action on behalf members of the Company that board of directors of the Company is permitted Seller, institute proceedings to take be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the Merger Agreementappointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or all or substantially all of its property, or make any assignment for the benefit of creditors. (v) cease to have an "Independent Director," as defined in the Seller's Certificate of Incorporation; (vi) without the affirmative vote of at least one "Independent Director," as defined in the Seller's Certificate of Incorporation, enter into any transaction with the Servicer not in the ordinary course of business; or (vii) modify any provision of the "Restricted Articles," as defined in the Seller's Certificate of Incorporation, of the Seller's Certificate of Incorporation[, as amended,] in any material respect.

Additional Covenants. From The Corporation covenants and after agrees with the date hereof Trustee for the benefit of Debentureholders that: (a) The Corporation will keep or cause to be kept proper books of record and continuing until account, in which full and correct entries shall be made of all financial transactions and the termination assets and business of this Agreement, each Stockholder shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives the Corporation in accordance with generally accepted accounting principles; (collectively, the "Representatives"b) The Corporation 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 Initial Debentures and the 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, in good standing and not in default of the requirements of Applicable Securities Legislation; (c) The Corporation 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 Corporation in respect of any proposal that constitutes, or such Debentures and this Indenture may reasonably, be expected served. The Corporation 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 proposaloffice or agency. If at any time the Corporation shall fail to maintain such required office or agency or shall fail to furnish to the Trustee the address of any such office or agency, discussionsuch presentations, negotiation surrenders, notices and demands may be made or inquiry which it may served at the principal corporate trust office of the Trustee in Toronto, Ontario and the Corporation hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; (d) The Corporation shall deliver to the Trustee within 90 days after the end of each fiscal year of the Corporation (and will promptly provide at any other reasonable time upon demand by the Trustee) an Officer’s Certificate stating that the Corporation has complied with, in all material respects, all requirements of the Corporation 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 Grifols copies be taken to eliminate such circumstances and remedy such Event of any written materials received by it in connection Default, as the case may be; and (e) The Corporation will, at the relevant times and upon exercise of the relevant rights or elections, comply and take all reasonable measures necessary to comply at all times with such proposal, discussion, negotiation or inquirySection 4.6(c) and the identity of the Person making such proposal Section 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 the date hereof and continuing until the termination of this Agreement, each Stockholder (a) Seller shall not, nor and shall it not permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") Subsidiaries to, and Parent shall not permit Seller or any of Seller’s Subsidiaries to, without the prior written consent of Purchasers: create, incur, assume or permit to exist (i) solicit or initiateany Lien on any of Seller’s assets other than Permitted Liens and Permitted Product Licenses, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate any Indebtedness. Seller shall not enter into any Contract or incur any liabilities without the prior written consent of Purchasers, other than Permitted Product Licenses or as provided in the Operating Agreement. For the avoidance of doubt, nothing in this Agreement shall be construed to prevent Seller and Parent from entering into the Deposit Account Agreement and the Servicing Agreement following the Closing. (b) Parent and Seller shall not, and shall not permit any discussions or negotiations regarding, or furnish to any Person any information or data with respect of their Subsidiaries to, without the prior written consent of Purchasers: (i) Forgive, release or take compromise any other amount owed to Parent, Seller or any of their Subsidiaries or Affiliates relating to the Purchased Interests or the Retained Interest, in each case if such action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, could reasonably be expected to lead tohave a Material Adverse Effect; (ii) Waive, amend, cancel or terminate (other than expiration in accordance with its terms), exercise or fail to exercise, any Alternative Proposal; of their respective rights constituting or relating to the Purchased Interests or the Retained Interest, in each case if such action could reasonably be expected to have a Material Adverse Effect; (iii) Amend, modify, restate, cancel, supplement, terminate (other than expiration in accordance with its terms), waive any material provision, or enter into any Material Contract or any other agreement, or grant any related consent thereunder, or agree to do any of the foregoing, including, entering into any agreement with any Person under the provisions of such Material Contract, (in each case) if such action would result in a reduction of any royalty rate, distribution split or other sales based payments, up-front payment or milestone payment to Parent or Seller thereunder in respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or of the Licensed Products in the Territory; (iv) take Create, incur, assume or permit to exist (i) any action which would make Lien on any representation or warranty Product Assets (other than Permitted Liens on Retained Product Assets and Permitted Product Licenses), (ii) any Lien on any Purchased Product Assets (provided that, for the avoidance of doubt, Seller may enter into Permitted Product Licenses and incur Liens of the Stockholder type described in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation clause (e) of the transactions contemplated definition of Permitted Liens), or (iii) any Indebtedness secured by this Agreement. Upon execution any Product Assets (other than, for the avoidance of this Agreementdoubt, each Stockholder shallany obligations pursuant to the Transaction Documents to the extent such obligations are characterized as Indebtedness); or (v) During the Debt/Lien Restriction Period, and shall cause its Representatives tocreate, immediately cease incur, assume or permit to exist 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 Lien 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 Non-Product Assets to secure any action on behalf of the Company that the Company is permitted to take under the Merger AgreementIndebtedness other than Permitted Secured Indebtedness.

Additional Covenants. From In addition to any requirements, obligations or restrictions imposed on the Company and after Encompass herein, the date hereof and continuing until Company shall not effect any of the termination following without first obtaining the prior written consent of Alba or, in the alternative, Alba's designee to the Board of Managers of the Company, which consent shall not be unreasonably delayed or withheld: (a) any amendment to this Agreement, each Stockholder shall not, nor shall it permit Agreement or authorize any other of the organizational documents of the Company or any of its Subsidiaries, including any change in the Company's name; (b) any issuance, sale, transfer, purchase or redemption by the Company of Membership Interests or other securities (voting or otherwise) of the Company or any of its Subsidiaries, except for Membership Interests or securities issued or issuable to officers, directorsmanagers, employeesemployees or consultants of the Company pursuant to any employee or consultant stock or Membership Interest offering, agents plan or representatives arrangement as approved by the Board; PROVIDED that, such issuances or redemptions do not involve in excess of twenty percent (collectively20%) of the outstanding Membership Interests, in the "Representatives"aggregate; (c) toapproval of the Company's or any of its Subsidiaries' entry into any business other than the Business and related businesses; (d) approval of any reorganization of the Company or any sale or transaction involving the merger or consolidation of the Company or any of its Subsidiaries with or into another entity or the sale by the Company or any of its Subsidiaries of all or any material part (or, whether or not material, in excess of $1.0 million) of its assets, in all cases, whether effected directly or indirectly or through one or a series of transactions, other than the sale of inventory in the ordinary course of business; (ie) solicit approval of any annual and long-term performance objectives, budgets, operating plans (or initiateother similar plans) and annual financial statements of the Company and its Subsidiaries, or encourageany modification, directly amendment or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; supplement thereto; (iif) 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 admittance of any proposal that constitutesnew Members to the Company (except to the extent authorized in Section 2.13(b)); (g) any transaction between the Company and Encompass or any of its Affiliates or any Member, Manager or may reasonably, be expected to lead to, Officer of the Company or any Alternative Proposal; Affiliate thereof (iii) enter into any agreement other than with respect to employee compensation), and any Alternative Proposal modification, amendment or approve supplement to any such transaction or resolve to approve any Alternative Proposal; or (iv) take waiver of any action which would make any representation or warranty material right 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 Company with respect to any of the foregoing. Each Stockholder will promptly notify Grifols , except to the extent the aggregate transaction value of all such transactions is less than $50,000; (h) approval of any change in the Company's auditors or any material change in the accounting policies or procedures of the existence of Company; (i) any proposal, discussion, negotiation bankruptcy filing by or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate the Company or any of its Subsidiaries or any filing seeking other relief with respect to Grifols the terms Company's or its Subsidiaries' debts or any assignment for the benefit of the creditors thereof; and (j) approval of any such proposal, discussion, negotiation liquidation 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 dissolution of the Company or as an officer any 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 Agreementits Subsidiaries.

Additional Covenants. From The Company covenants and agrees with the several Underwriters that: (a) The Company will timely transmit copies of the Prospectus, and any amendments or supplements thereto, or a term sheet or abbreviated term sheet, as applicable, to the SEC for filing pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. (b) The Company will deliver to the Underwriters, or in the case of multiple Underwriters, the Representatives, as soon as practicable after the date hereof of this Agreement as many copies of the Prospectus (including all documents incorporated by reference therein) as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act; the Company will promptly advise the Underwriters of any request of the SEC for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and continuing until of the issuance by the SEC or any state or other jurisdiction or other regulatory body of any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement (as amended or supplemented) or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the qualification or registration of the Depositary Shares for offering or sale in any jurisdiction, and of the institution or threat of any proceedings therefor, of which the Company shall have received notice or otherwise have knowledge prior to the completion of a particular distribution of Designated Shares; and the Company will use its reasonable best efforts to prevent the issuance of any such stop order or other order and, if issued, to secure the prompt removal thereof. (c) After the date of the Pricing Agreement relating to an issuance of Designated Shares and prior to the Closing Date relating to that particular issuance of Designated Shares, the Company will not file any amendment or supplement to the Registration Statement, the Prospectus (or any other prospectus relating to the Depositary Shares filed pursuant to Rule 424(b) of the 1933 Act Rules and Regulations that differs from the Prospectus as filed pursuant to such Rule 424(b)) and will not file any document under the 1934 Act before the termination of the offering of the Designated Shares by the Underwriters if the document would be deemed to be incorporated by reference into the Registration Statement or the Prospectus, of which the Underwriters shall not previously have been advised and furnished with a copy or to which the Underwriters shall have reasonably objected or which is not in compliance with the 1933 Act Rules and Regulations; and the Company will promptly notify you after it shall have received notice thereof of the time when any amendment to the Registration Statement becomes effective or when any supplement to the Prospectus has been filed. (d) During the period when the Prospectus relating to any of the Designated Shares is required to be delivered under the 1933 Act by any Underwriter or dealer, the Company will comply, at its own expense, with all requirements imposed by the 1933 Act and the 1933 Act Rules and Regulations, as now and hereafter amended, and by the rules and regulations of the SEC thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealing in the Designated Shares during such period in accordance with the provisions hereof and as contemplated by the Prospectus. (e) If, during the period when the Prospectus relating to any of the Designated Shares is required to be delivered under the 1933 Act by any Underwriter or dealer, (i) any event relating to or affecting the Company or of which the Company shall be advised in writing by the Underwriters, or in the case of multiple Underwriters, the Representatives, shall occur as a result of which, in the opinion of the Company or the Underwriters, or in the case of multiple Underwriters, the Representatives, the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the 1933 Act, the 1933 Act Rules and Regulations, the 1934 Act or the 1934 Act Rules and Regulations, the Company will forthwith at its expense prepare and file with the SEC, and furnish to the Underwriters, or in the case of multiple Underwriters, the Representatives, a reasonable number of copies of, such amendment or supplement or other filing that will correct such statement or omission or effect such compliance. Each time the Registration Statement or the Prospectus is amended or supplemented in accordance with this Section 5(e) and such amendment or supplement sets forth amended or supplemental financial information or such amended or supplemental information is incorporated by reference in the Prospectus (except with respect to offerings of securities not pursuant to this Agreement), the Company shall cause its independent public accountants forthwith to furnish you with a letter, dated the date of such amendment or supplement, as the case may be, in form satisfactory to you, of the same tenor as the letter referred to in Section 6(e), with regard to the amended or supplemental financial information included or incorporated by reference in the Registration Statement or Prospectus as amended or supplemented to the date of such letter; provided, however, that each Stockholder time amended or supplemental financial information is incorporated by reference in the Prospectus to the Company's Quarterly Report on Form 10-Q or a Current Report on Form 8-K, the letter required to be delivered pursuant to this Section 5(e) shall be delivered to you only upon reasonable request. (f) From time to time as requested by the Underwriters, or in the case of multiple Underwriters, the Representatives, and during the period when the Prospectus relating to the Designated Shares is required to be delivered under the 1933 Act by any Underwriter or dealer, the Company will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying Designated Shares for offer and sale under the securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions; provided, however, that the Company shall not be required to qualify as a foreign corporation or shall be required to qualify as a dealer in securities or to file a general consent to service of process under the laws of any jurisdiction. (g) In accordance with Section 11(a) of the 1933 Act and Rule 158 of the 1933 Act Rules and Regulations, the Company will make generally available to the holders of Designated Shares, as soon as practicable, an earning statement (which need not be audited) in reasonable detail covering the 12 months beginning not later than the first day of the month next succeeding the month in which occurred the effective date (within the meaning of Rule 158) of the Pricing Agreement. (h) The Company will file timely all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. The Company will furnish to its security holders annual reports containing financial statements audited by independent public accountants. (i) During the period beginning from the date of the Pricing Agreement for such Designated Shares and continuing through 30 days after the Closing Date (and, if applicable, the Option Closing Date) relating to such Designated Shares, the Company will not, nor shall it permit without the prior written consent of the Underwriters, or authorize in the case of multiple Underwriters, the Representatives, offer for sale, sell or enter into any agreement to sell, grant any option for the sale of, or otherwise dispose of, or publicly announce an intention to effect any such transactions, in any of the depositary shares or any preferred shares ranking on parity with or superior to the Depositary Shares or the preferred shares underlying the Depositary Shares, except for the Designated Shares. (j) The Company will apply the proceeds from the sale of the Depositary Shares as set forth in the description under "Use of Proceeds" in the Prospectus, as amended or supplemented, which description complies and will comply in all respects with the requirements of Item 504 of Regulation S-K. (k) The Company will promptly provide you with copies of all correspondence to and from, and all documents issued to and by, the SEC in connection with the registration of the Depositary Shares, or any other securities registered by the Company in connection therewith under the 1933 Act. (l) After the date of the Pricing Agreement and prior to the Closing Date (and, if applicable, the Option Closing Date) relating to a particular issuance of Designated Shares, the Company will furnish to you, as soon as they have been prepared, and prior to any filing with the SEC or public disclosure, copies of any unaudited interim consolidated financial statements of the Company and its subsidiaries for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (m) After the date of the Pricing Agreement and prior to the Closing Date (and, if applicable, the Option Closing Date) relating to any particular issuance of Designated Shares, the Company will not issue any press releases or other communications directly or indirectly and will hold no press conferences with respect to the Company or any of its subsidiaries, the financial condition, results of operations, business, properties, assets or liabilities of the Company or any of its subsidiaries, or the offering of the Depositary Shares, without your prior written consent. (n) The Company will use its reasonable best efforts to obtain approval for, and maintain the listing of the Designated Shares on, the NYSE and to file with the NYSE all documents and notices required by the NYSE of companies that have securities listed or included on the NYSE. (o) The Company and its subsidiaries will maintain and keep accurate books and records reflecting their assets and maintain internal accounting controls which provide reasonable assurance that (1) transactions are executed in accordance with management's authorization, (2) transactions are recorded as necessary to permit the preparation of the Company's consolidated financial statements and to maintain accountability for the assets of the Company and its subsidiaries, (3) access to the assets of the Company and its subsidiaries is permitted only in accordance with management's authorization, and (4) the recorded accounts of the assets of the Company and its subsidiaries are compared with existing assets at reasonable intervals. (p) If the Company elects to rely on Rule 462(b) under the 1933 Act for the sale of any Designated Shares pursuant to a Pricing Agreement, the Company shall both file an Abbreviated Registration Statement with the SEC in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act by the earlier of (i) 9:00 p.m., St. Louis time, on the date of the applicable Pricing Agreement, and (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2). (q) If at any time during the 90-day period after the date of the Pricing Agreement of any particular issuance of Designated Shares, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price of the Depositary Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith consult with you concerning the issuance of a press release or other public statement, responding to or commenting on such rumor, publication or event, provided, that nothing herein shall prevent the Company from complying with the Company's disclosure or other obligations, in the Company's sole judgment, under the federal securities laws or the NYSE listing rules. (r) The Company will continue to qualify as a REIT under the Code for the 2002 taxable year. (s) During the period beginning from the date of the Pricing Agreement for a particular issuance of Designated Shares and continuing through the Closing Date (and, if applicable, the Option Closing Date) relating to such Designated Shares, the Company agrees to not, and to use its reasonable best efforts to cause its officers, directors, employees, agents or representatives (collectively, the "Representatives") directors and affiliates not to, (i) solicit or initiate, or encouragetake, directly or indirectlyindirectly any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any inquiries regarding security of the Company, to facilitate the sale or resale of any security of the submission ofCompany, any Alternative Proposal; (ii) participate in sell, bid for, purchase or pay anyone any discussions compensation for soliciting purchases of Depositary Shares other than pursuant to this Agreement 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 pay or agree to pay to any Alternative Proposal or approve or resolve person any compensation for soliciting any order to approve purchase any Alternative Proposal; or (iv) take any action which would make any representation or warranty other securities 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 AgreementCompany.

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 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 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 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 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 shalland prior to (and to the extent intended below, including parts (h) and (i) and as specified in parts (b), also upon and following the Closing) the Closing, Xtrana covenants and agrees that: (a) Xtrana shall not (directly or indirectly through agents or representatives) accept, solicit or otherwise entertain offers from third parties or enter into negotiations of other discussions with such third parties directed at conveyance of any rights under the Intellectual Property and Xtrana shall not grant or attempt to grant to any third party any license, assignment or other right under the Intellectual Property. (b) Xtrana shall operate its business only in the ordinary course, and shall cause its Representatives tonot take any action which might reasonably be expected to have a material adverse effect on the Intellectual Property, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any and without limitation of the foregoing. Each foregoing shall pay and perform (both prior to and after Closing) all of its debts, obligations, and other Liabilities as they become due and payable. (c) Xtrana shall use its best efforts to validly convene a meeting of its stockholders as promptly as practicable following the execution of this Agreement for the purpose of seeking the Stockholder will Approval; and in connection therewith (i) Xtrana shall, through its Board of Directors, use its commercially reasonable efforts to obtain the Stockholder Approval and shall recommend such approval to its stockholders; and (ii) Xtrana provide AB promptly notify Grifols with all drafts of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect proxy statement 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 be used in connection with such proposal, discussion, negotiation or inquirymeeting (the "Proxy Statement") and Xtrana shall use commercially reasonable efforts to file the identity final draft of such Proxy Statement with the Securities and Exchange Commission no later than five (5) business days after the Effective Date; (d) Xtrana shall preserve the Intellectual Property, free of any security interests, liens or encumbrances and shall extinguish all outstanding security interests, liens or encumbrances with respect to the Intellectual Property and shall provide AB with documentations substantiating the same; (e) Xtrana shall give AB prompt written notice after gaining knowledge of the Person making occurrence or failure to occur of any event or facts the occurrence (or failure to occur) of which (i) render any of Xtrana's representations and warranties made herein as of the Effective Date inaccurate when made, (ii) could reasonably be expected to cause any of Xtrana's representations or warranties herein to be untrue or inaccurate if made as of the Closing; (iii) could result in Xtrana's failure to comply with or satisfy the covenants made by it; or (iv) could reasonably be expected to materially adversely affect the Intellectual Property or AB's full use and enjoyment thereof after the Closing; (f) Xtrana shall use commercially reasonable efforts to take all such proposal actions necessary or inquiry advisable to satisfy the conditions specified herein and consummate the transactions contemplated by this Agreement and the other Transaction Documents; and Xtrana shall not take any action or engaging in such discussion omit to take any action that would cause any of Xtrana's representations and warranties contained herein to be untrue as of the Closing. (g) The Parties agree to waive compliance with the provisions of any and all "bulk sales" and similar laws applicable to this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby. (h) Xtrana shall promptly pay and fully discharge any income, excise, employment, sales or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving use taxes of Xtrana arising as a director result of the Company sale, transfer, conveyance or as an officer assignment of the Company acting Intellectual Property. (i) Xtrana shall continue to exist as a corporate entity in good standing for a period of at least eighteen months following the direction Closing. Xtrana agrees that the money paid to it pursuant to Section 2(f) shall not be distributed to its stockholders after Closing without (A) first satisfying or adequately providing for all of its outstanding Liabilities as determined by the board of directors of Xtrana in the exercise of its reasonable business judgment, which determination is evidenced in a formal resolution, and (B) retaining an adequate reserve for Xtrana's payment of its then-existing and reasonably anticipated Liabilities (and without limitation of the Board foregoing, such reserve will include a retention of Directors no less than one million dollars ($1,000,000) specifically for the purpose of potential claims under Section 10 of this Agreement for no less than eighteen (18) months from the Closing Date), as determined by its board of directors in the exercise of its reasonable business judgment as evidenced by a formal resolution, it being the understanding of AB that Xtrana is not entering into this Agreement and the other Transaction Documents as part of a scheme or plan to avoid payment of any Liabilities. The foregoing requirement to maintain a reserve of no less than a one million dollars ($1,000,000) shall not prohibit Xtrana from distributing to its stockholders such reserve from the money paid to it pursuant to Section 2(f) after the date which is eighteen (18) months from the Closing Date if neither AB nor any other AB Indemnitee has any pending claim under Section 10 of this Assignment Agreement and the board of directors of Xtrana has determined in the exercise of its reasonable business judgment, which determination is evidenced in a formal resolution, that no other Liabilities exist under this Assignment Agreement. In the event that Xtrana intends to effect any distribution, then no less than thirty days prior to any such distribution Xtrana shall deliver to AB a certificate of its Secretary notifying AB of such distribution and certifying any of the Company and in aforementioned board resolutions that are required as a condition to such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementdistribution.

Additional Covenants. From 3.1 Each of the parties hereto shall, in good faith, use all commercially reasonable efforts to: (a) conduct their business and after affairs in a manner such that its respective representations and warranties made by it herein remain true prior to Acquisition Closing, and to promptly notify the date hereof other parties should any representation and continuing until warranty made by it herein cease to be true; (b) perform and observe the termination of this Agreement, each Stockholder shall not, nor shall covenants made by it permit or authorize any of its officers, directors, employees, agents or representatives herein; and‌ (collectively, the "Representatives"c) 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 perform and observe matters required to any Person any information or data with respect to, or take satisfy any other action conditions precedent 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 completion of the transactions contemplated by this Agreement. Upon execution of this Agreement. 3.2 The Company shall deliver to the Purchaser, each Stockholder shallin a timely manner and in form and content satisfactory to the Purchaser, and shall cause its Representatives toas required, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any records of the foregoing. Each Stockholder will promptly notify Grifols Company as may be required for filings requested or required by any applicable securities regulatory authority or stock exchange. 3.3 The Company will:‌ (a) carry on its business only in the ordinary course, consistent with past practice; (b) make all commercially reasonable efforts to preserve the goodwill of the existence of Company and its relationships;‌ (c) refrain from entering into any proposalcontract or arrangement, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols other than in 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 ordinary course of the Person making such proposal business or inquiry with the prior written consent of the Purchaser; (d) not amend or engaging in such discussion otherwise change its constating documents; (e) not take any action that would permit any Adverse Interest over any assets of the Company; (f) not authorize, issue, sell, or negotiation. Nothing in this Section 1.5 shall be a limitation on transfer any Stockholder share capital or Representative thereof serving as a director other equity interests of the Company or as an officer any securities convertible into or exercisable or exchangeable for share capital or other equity interests of the Company acting at the direction Company, or adjust, split, or reclassify any share capital or other equity interests of the Board Company;‌ (g) not declare, set aside, make, or pay any dividend or other distribution (whether in cash, stock or other property) in respect of Directors any share capital of the Company and Company; (h) continue in such capacity taking full force all of its material insurance policies; (i) comply in all material respects with all Applicable Laws to the business; and‌ 3.4 No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by any action on behalf party or its representatives without the prior agreement of the Company Purchaser and the Company, acting reasonably, as to timing, content and method; provided that the Company obligations of the parties herein will not prevent a party from making such disclosure as its counsel advises is permitted to take under the Merger Agreementrequired by Applicable Law, or by any applicable regulator, stock exchange, or securities commission.

Additional Covenants. From and after the date hereof and continuing until the termination of Without limiting any other covenants, undertakings or agreements contained in this Agreement, each Stockholder the Separation and Distribution Agreement or any Ancillary Agreement, after the Separation Date and for so long as Parent owns at least a majority of the Voting Stock, the Company shall not, nor and shall it not permit or authorize any member of its officers, directors, employees, agents or representatives (collectively, the "Representatives") Lithium Group to, without Parent’s prior written consent: (ia) solicit or initiatetake, or encouragecause to be taken, directly or indirectly, any inquiries regarding action, including making or failing to make any election under any applicable Law, which has the submission ofeffect, directly or indirectly, of restricting or limiting the ability of Parent to freely sell, transfer, assign, pledge or otherwise dispose of shares of Company Common Stock or would restrict or limit the rights of any Alternative Proposal; transferee of Parent as a holder of Company Common Stock, including, without limitation, (i) adopting or thereafter amending, supplementing, restating, modifying or altering any stockholder rights plan in any manner that would result in (x) an increase in the ownership of Company Common Stock by Parent causing the rights thereunder to detach or become exercisable and/or (y) Parent and its transferees not being entitled to the same rights thereunder as other holders of Company Common Stock, or (ii) participate in the taking of any discussions or negotiations regardingaction, or furnish the taking of any action to recommend to the Company’s stockholders any action, which would among other things, limit the legal rights of, or deny any benefit to, Parent as a Company stockholder either (x) solely as a result of the amount of Company Common Stock owned by Parent or (y) in a manner not applicable to Company stockholders generally; (b) to the extent that Parent is or becomes a party to any Person Contract (including any information Contract relating to any Parent Credit Facility) or data incurs any Indebtedness the terms of which, in either case, provide that certain actions or inactions of Affiliates of Parent or any member of the Parent Group (which for purposes of such Contract or Indebtedness includes any member of the Lithium Group) may result in Parent or any member of the Parent Group being in breach of or default under such Contract or Indebtedness and Parent has advised the Company of the existence, and has furnished the Company with respect toa copy, of such Contract (or the relevant portions thereof) or of the terms (or the relevant portions thereof) of such Indebtedness, the Company will not take any other action or fail to knowingly facilitate take, as applicable, and the making Company will cause the members of any proposal that constitutesthe Lithium Group not to take or fail to take, or may reasonably, be expected to lead toas applicable, any Alternative Proposalactions that reasonably could result in Parent or any member of the Parent Group being in breach of or in default under any such Contract or Indebtedness; provided that the parties acknowledge and agree that from time to time Parent or any member of the Parent Group may in good faith (iiiand not solely with the intention of imposing restrictions on the Company or any member of the Lithium Group pursuant to this covenant) enter into additional Contracts (or amendments to existing Contracts) or incur any agreement with respect to any Alternative Proposal Indebtedness the terms of which, in either case, provide that certain actions or approve inactions of Subsidiaries or resolve to approve any Alternative Proposal; or Affiliates of Parent (iv) take any action which would make any representation or warranty including, for purposes of this ‎Section 3.03(b), members of the Stockholder Lithium Group) may result in this Agreement untrue Parent or incorrect or prevent, burden or materially delay the consummation a member of the transactions contemplated by this Agreement. Upon execution Parent Group being in breach of this Agreement, each Stockholder shallor in default under such Contract or Indebtedness, and shall in such event, the Company will not thereafter take or fail to take, as applicable, and the Company will cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any the members of the foregoing. Each Stockholder will promptly notify Grifols Lithium Group not to take or fail to take, as applicable, any actions that reasonably could result in Parent or any member of the existence Parent Group being in breach of or in default under any proposal, discussion, negotiation such additional Contracts (or inquiry received by amendments to existing Contracts) or Indebtedness (provided that Parent has notified the Company of such Stockholder with respect additional Contracts (or amendments to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols existing Contracts) or the terms of any such proposalIndebtedness); provided, discussion, negotiation further that in the event that the Company 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 member of the Person making Lithium Group unknowingly takes any action, or fails to take any action, that would require the Parent’s consent hereunder, such proposal action or inquiry inaction shall not constitute a breach of this ‎Section 3.03(b) so long as promptly upon written notice thereof by Parent, the Company remedies or engaging in cures such discussion breach of or negotiation. Nothing in this Section 1.5 shall be a limitation on default under such Contract or Indebtedness; (c) issue any Stockholder or Representative thereof serving as a director shares of the capital stock of the Company or of any member of the Lithium Group, including any Company Common Stock, or any rights, warrants or options to acquire the Company capital stock (including, without limitation, securities convertible into or exchangeable for the Company capital stock), or any other equity security of the Company, other than (i) Company Common Stock issued in connection with the IPO (including in connection with the exercise by the Underwriters of any over-allotment option) or (ii) any equity securities issued pursuant to any employee benefit or other plan approved in connection with the IPO or the other Transactions; (d) dispose of, or agree to dispose of, any of the assets, other than sales of inventory in the ordinary course of business, held by any member of the Lithium Group with an aggregate value in excess of $5,000,000 in any one such disposition, or $25,000,000 in the aggregate; (e) acquire, or agree to acquire, any businesses or assets for aggregate consideration in excess of $50,000,000; (f) acquire, or agree to acquire, any equity securities, debt securities or other interest in any Person, whether by way of a purchase of stock or securities, contributions to capital, or otherwise, for aggregate consideration in excess of $25,000,000 in any such acquisition, or $50,000,000 in the aggregate; (g) incur or make, or agree to incur or make, any capital expenditures in excess of $10,000,000, or $50,000,000 in the aggregate, other than in accordance with any capital expenditure plan set forth on Schedule 3.03(g); (h) incur any Indebtedness, other than (i) pursuant to the Company Financing Arrangements or (ii) as an officer would not exceed $50,000,000, in the aggregate with all other Indebtedness of the Company acting at the direction of the Board of Directors (excluding any Indebtedness of the Company incurred pursuant to the Company Financing Arrangements as of the Separation Date); (i) settle, discharge or otherwise propose to settle or discharge any Action (i) for which the amount in controversy is in excess of $25,000,000, in the aggregate, (ii) that is seeking any equitable or injunctive relief or (iii) that relates to this Agreement, the Separation and in such capacity taking Distribution Agreement, any Ancillary Agreement or the Transactions; or (j) any action on behalf the taking of which by the Company or any member of the Lithium Group would be restricted by, or otherwise require the consent of any Person pursuant to, any Company that the Company is permitted to take under the Merger Financing Agreement.

Additional Covenants. From The Quest Parties jointly and severally covenant and agree with the Underwriters that: (a) The Partnership will timely transmit, or cause to be transmitted, copies of the Prospectus in a form approved by the Representatives, and any amendments or supplements thereto (subject to the provisions of this Section 5), to the SEC for filing pursuant to Rule 424(b) (including pursuant to Rule 430A(a)(3)). (b) The Partnership will deliver to the Representatives, and to counsel for the Underwriters, a signed copy of the Registration Statement as originally filed and of any amendments to the Registration Statement, including copies of exhibits thereto, and sufficient copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; the Partnership will deliver to the Underwriters as soon as practicable after the date of this Agreement as many copies of the Disclosure Package, the Prospectus and any Issuer Free Writing Prospectus, and any amendment or supplement thereto, as the Representatives may reasonably request. The Partnership will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Partnership will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. (c) The Partnership will not file any amendment or supplement to the Registration Statement or the Prospectus or any Rule 462(b) Registration Statement (or any other prospectus relating to the Units filed pursuant to Rule 424(b) that differs from the Prospectus as filed pursuant to Rule 424(b)), of which the Representatives shall not previously have been advised or to which the Representatives shall have reasonably objected. (d) During the period when a prospectus relating to any of the Units is required to be delivered under the Act by any Underwriter or dealer, the Partnership will comply, so far as it is able and at its own expense, with all requirements imposed upon it by the Act, so far as necessary to permit the continuance of sales of or dealing in the Units during such period in accordance with the provisions hereof and continuing as contemplated by the Registration Statement, the Disclosure Package and the Prospectus. (e) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which (i) the Disclosure Package or any Issuer Free Writing Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading or (ii) any Issuer Free Writing Prospectus would conflict with the information in the Registration Statement or the Prospectus, the Partnership will (A) notify promptly the Representatives so that any use of the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, may cease until it is amended or supplemented; (B) amend or supplement the Disclosure Package or the Issuer Free Writing Prospectus, as the case may be, to correct such statement, omission or conflict; and (C) supply any amendment or supplement to the Representatives in such quantities as they may reasonably request. (f) If, during the period when a prospectus relating to any of the Units is required to be delivered under the Act by any Underwriter or dealer, (i) any event relating to or affecting the Partnership or of which the Partnership shall be advised in writing by the Underwriters shall occur as a result of which, in the opinion of the Partnership or the counsel for the Underwriters, the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or the circumstance then prevailing, not misleading or (ii) it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Exchange Act, the Partnership will forthwith at its expense prepare and file with the SEC (subject to Section 5(c) of this Agreement), and furnish to the Underwriters a reasonable number of copies of, such amendment or supplement or other filing that will correct such statement or omission or effect such compliance. (g) During the period when a prospectus relating to the Units is required to be delivered under the Act by any Underwriter or dealer, the Partnership will furnish such proper information as may be lawfully required and otherwise cooperate with the Underwriters in qualifying the Units for offer and sale under the securities or blue sky laws of such jurisdictions as the Underwriters may reasonably designate and will file and make such statements or reports as are or may be reasonably necessary; provided, however, that the Partnership shall not be required to qualify as a foreign partnership or to qualify as a dealer in securities or to file a general consent to service of process under the laws of any jurisdiction. (h) In accordance with Section 11(a) of the Act and Rule 158, the Partnership will make generally available to its security holders, an earnings statement (which need not be audited) of the Partnership and its subsidiaries covering the 12-month period beginning not later than the first day of the month next succeeding the month in which occurred the effective date (within the meaning of Rule 158) of the Registration Statement as soon as practicable after the end of such period. (i) The Partnership will, for a period of two years from the Closing Date, furnish or make available to the Underwriters via the Commission’s Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) system or its website a copy of each annual report, quarterly report, current report and all other documents, reports and information furnished by the Partnership to holders of Units or filed with any securities exchange or market pursuant to the requirements of such exchange or market or with the SEC pursuant to the Act or the Exchange Act. The Partnership will deliver or make available to the Underwriters similar reports with respect to any significant subsidiaries, as that term is defined in the rules and regulations under the Act, which are not consolidated in the Partnership’s financial statements. (j) The Partnership will not, during the 180 days after the date of the Prospectus, without the prior written consent of Wachovia Capital Markets, LLC, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than Common Units or securities convertible into or exchangeable for Common Units issued (i) pursuant to employee benefit plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights, (ii) to affiliates (iii) in connection with accretive acquisitions of assets or business in which Common Units or securities convertible into or exchangeable for Common Units are issued as consideration, or (iv) in connection with the sale of the Option Units; provided, however, any such recipient of Common Units (other than the Option Units) will agree to be bound by these provisions for the remainder of the 180-day period) or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options, rights or warrants pursuant to employee benefit plans existing on the date hereof) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise. Notwithstanding the foregoing or the provisions of the letters referred to in paragraph (l) below, for the purpose of facilitating research coverage of the Partnership by the Underwriters and compliance with NASD Rule 2711, if (1) during the last 17 days of the 180-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, then the restrictions imposed by this paragraph (j) and the letters referred to in paragraph (l) below shall continue to apply until the termination expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless Wachovia Capital Markets, LLC, on behalf of the Underwriters, waives such extension in writing. (k) The Partnership will apply the proceeds from the sale of the Units as set forth in the description under “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus and will file with the SEC such information on Form 10-K or Form 10-Q as may be required by Rule 463. (l) The Partnership will promptly provide the Underwriters with copies of all correspondence to and from, and all documents issued to and by, the SEC in connection with the registration of the Units under the Act. (m) The Quest Parties will cause Quest, the General Partner, the Partnership and the directors and executive officers of the General Partner and Quest, to furnish to the Representatives, on or prior to the Execution Time, a letter in the form of Exhibit A. (n) If the Partnership elects to rely on Rule 462(b), the Partnership shall both file a Rule 462(b) Registration Statement with the SEC in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the Act by the earlier of (i) 10:00 p.m., New York time, on the date of this Agreement, each Stockholder shall notand (ii) the time that confirmations are given or sent, nor shall it permit or authorize any as specified by Rule 462(b)(2). (o) It is understood that up to 437,500 of its the Firm Units (the “Directed Units”) will initially be reserved by the Underwriters for offer and sale to officers, directors, employees, agents or representatives employees and persons having business relationships with the Quest Parties (collectively“Directed Unit Participants”) upon the terms and conditions set forth in the Registration Statement, the "Disclosure Package and the Prospectus (the “Directed Unit Program”) and in accordance with the rules and regulations of the FINRA and that any allocation of such Directed Units among such persons will be made in accordance with timely directions received by RBC Capital Markets Corporation from the Partnership. Under no circumstances will RBC Capital Markets Corporation or any Underwriter be liable to any Quest Parties or to any Directed Unit Participant for any action taken or omitted to be taken in good faith in connection with such Directed Unit Program. To the extent that any Directed Units are not affirmatively reconfirmed for purchase by any Directed Unit Participant on or immediately after the date of this Agreement, such Directed Units may be offered to the public as part of the public offering contemplated hereby. (p) The Partnership agrees that, unless it has or shall have obtained the prior written consent of the Representatives", and each Underwriter, severally and not jointly, agrees with the Partnership that, unless it has or shall have obtained, as the case may be, the prior written consent of the Partnership, it has not made and will not make any offer relating to the Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) torequired to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433; provided, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Partnership is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Partnership agrees that (i) solicit or initiateit has treated and will treat, or encourageas the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (q) No Quest Party will take, directly or indirectly, any inquiries regarding action that is designed to or the submission of, any Alternative Proposal; (ii) participate in any discussions that has constituted 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, could reasonably be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal cause or approve result in the stabilization or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty manipulation of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation price of any security 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 Partnership to facilitate the sale or negotiations with any parties conducted heretofore with respect to any resale 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 AgreementFirm Units.

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 5.1 Prior to 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 (collectivelyInvestment Transaction Date, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or Issuer shall deliver evidence to the submission of, any Alternative Proposal; (ii) participate Holders and the Agents in any discussions or negotiations regarding, or furnish form and substance reasonably satisfactory to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal Holders and the Agents 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 Sections 2 and 3 of this AgreementAgreement (including, each Stockholder shallwithout limitation, the payment of the Note Repayment Amount pursuant to Section 2.1) are a condition precedent to the closing of the Investment Transaction. 5.2 Each of the Issuer and DFR agrees that immediately following the closing of the Investment Transaction, the Issuer and DFR shall have immediately available and unrestricted cash in an amount that is sufficient, together with the net cash proceeds of the Investment Transaction, to pay the Note Repayment Amount in full. 5.3 Each of the Issuer and DFR agrees that it will not make, and shall will not cause its Representatives toany other Person to make, immediately cease any existing activities, discussions statement that could reasonably be expected to disparage or negotiations with demean any parties conducted heretofore Holder or Agent or any of their Subsidiaries with respect to any of the foregoing. Each Stockholder matters contemplated by this Agreement, the Note Purchase Agreements or the Investment Transaction and that it will promptly notify Grifols not make, and will not cause any other Person to make, any statement that could reasonably be expected to be adverse to any Holder or Agent or any of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder their Subsidiaries with respect to an Alternative Proposalany of the matters contemplated by this Agreement, and each Stockholder will promptly communicate to Grifols the terms of Note Purchase Agreements or the Investment Transaction; provided, however, that nothing contained in this Section 5.3 shall prohibit, limit or restrict the Issuer or DFR from (i) asserting or enforcing any such proposalrights, discussion, negotiation claims or inquiry which defenses or pursuing any remedies it may receive have against any Holder or Agent, or any of its successors or assigns, under this Agreement, the Note Purchase Agreements or any other Note Documents or (and will promptly provide to Grifols copies of any written materials received by ii) making statements that it believes are necessary or advisable in connection with such proposal(A) the fulfilment of its obligations under applicable law or regulation, discussionincluding, negotiation without limitation, making statements contained in filings made or inquiryrequired to be made with, or documents or reports delivered or required to be delivered to, any Governmental Authority, including without limitation the SEC, and/or (B) any pleadings, filings or written communications between or among the Parties with respect to any actual or threatened litigation or investigation by any Governmental Authority related thereto. Unless the Payment Date shall have occurred on or prior to the Effective Date, the provisions of this Section 5.3 shall terminate and be of no further force and effect on the identity day following the Effective Date. If the Payment Date shall have occurred on or prior to the Effective Date, the provisions of this Section 5.3 shall terminate and be of no further force and effect following the second anniversary of the Effective Date. 5.4 Each of the Holders and Agents agrees, severally and not jointly, that it will not make, and will not cause any other Person making such proposal to make, any statement that could reasonably be expected to disparage or inquiry demean either the Issuer or engaging DFR or any of their subsidiaries with respect to any of the matters contemplated by this Agreement, the Note Purchase Agreements or the Investment Transaction, and that it will not make, and will not cause any other Person to make, any statement that could reasonably be expected to be adverse to the Issuer, DFR or any of their Subsidiaries in such discussion or negotiation. Nothing connection with the management of assets for existing clients; provided, however, that nothing contained in this Section 1.5 5.4 shall be a limitation on prohibit, limit or restrict any Stockholder or Representative thereof serving as a director of the Company Holders or as an officer Agents from (i) asserting or enforcing any rights, claims or defenses or pursuing any remedies it may have against either the Issuer or DFR, or any of its successors or assigns, under this Agreement, the Note Purchase Agreements or any other Note Documents or (ii) making statements or taking actions that it believes are necessary or advisable in connection with (A) the fulfilment of its obligations under applicable law or regulation, including, without limitation, making statements contained in filings made or required to be made with, or documents or reports delivered or required to be delivered to, any Governmental Authority, including without limitation the SEC, and/or (B) any pleadings, filings or written communications between or among the Parties with respect to any actual or threatened litigation or investigation by any Governmental Authority related thereto. Unless the Payment Date shall have occurred on or prior to the Effective Date, the provisions of this Section 5.4 shall terminate and be of no further force and effect on the day following the Effective Date. If the Payment Date shall have occurred on or prior to the Effective Date, the provisions of this Section 5.4 shall terminate and be of no further force and effect following the second anniversary of the Company acting at the direction Effective Date. 5.5 Each of the Board Holders agrees that if the Payment Date shall have occurred on or prior to the Effective Date, then such Holder shall either deliver to the Issuer for cancellation on such Payment Date the original Notes issued to such Holder in an aggregate principal amount equal to the amount set forth opposite such Holder’s name on Schedule A or Schedule B attached hereto, as applicable, or, in respect of Directors each such Note that has been lost, stolen, seized or destroyed, deliver, in lieu thereof, a duly executed affidavit of loss and a duly executed indemnity agreement with respect thereto reasonably acceptable to the Company and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger AgreementIssuer.

Additional Covenants. From Guarantor further agrees that Seller may, at -------------------------------- its sole option, at any time, and after from time to time, without the date hereof consent of or notice to Guarantor, or to any other party, and continuing until without incurring any responsibility to Guarantor or to any other party, and without affecting, impairing or releasing the termination obligations of Guarantor under this AgreementGuaranty: (a) discharge or release any party (including, each Stockholder but not limited to, Obligor, secondary obligors of Obligor's indebtedness or any co-guarantor under this Guaranty) who is or may be liable to Seller for Obligor's Indebtedness; (b) sell at public or private sale, exchange, release, impair, surrender, substitute, realize upon or otherwise deal with, in any manner and in any order and upon such terms and conditions as Seller deems best at its uncontrolled discretion, any leased equipment and/or any collateral listed in the Contract or now or hereafter otherwise directly or indirectly securing repayment of Obligor's Indebtedness (all such leased equipment and/or all such collateral shall nothereinafter be referred to as the "Equipment"), nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelyincluding without limitation, the "Representatives"purchase of all or any part of such collateral for Seller's own account; (c) tochange the manner, place or terms of payment and/or available credit (i) solicit including without limitation increase or initiatedecrease in the amount of such payments, available credit or any interest rate adjustments), or encouragechange or extend the time of payment of or renew, directly as often and for such periods as Seller may determine, or indirectly, alter Obligor's Indebtedness or grant any inquiries regarding other indulgence to Obligor and/or any secondary obligors of Obligor's Indebtedness or the submission of, any Alternative Proposalco-guarantor under this Guaranty; (iid) participate in settle or compromise Obligor's Indebtedness with Obligor and/or any discussions third party or negotiations regarding, or furnish to refuse any Person any information or data offer of performance with respect to, or substitutions for, the Indebtedness, (e) take or accept any other action to knowingly facilitate the making security or guaranty for any or all of any proposal that constitutesObligor's Indebtedness; and/or (f) enter into, deliver, modify, amend or may reasonably, be expected to lead towaive compliance with, any Alternative Proposal; (iii) enter into instrument, agreement or arrangement evidencing, securing or otherwise affecting, all or 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 part 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 AgreementObligor's Indebtedness.

Additional Covenants. From The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) Limitation on Liens. The Company will not incur, and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it will not permit or authorize any of its officersRestricted Subsidiaries to incur, directorsany indebtedness secured by a Lien on any Principal Property of the Company or any of its Restricted Subsidiaries or upon shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, employeesor shares of stock or indebtedness of any Restricted Subsidiary, agents are now existing or representatives owned or hereafter created or acquired), in each case, unless prior to or at the same time the Company or such Restricted Subsidiary also secures all payments due under the Notes having the benefit of this Section (collectivelytogether with, if the "Representatives") Company shall so determine, any other indebtedness or guarantees of the Company or any Subsidiary of the Company ranking equally with the Notes or such guarantee), on an equal and ratable basis with, or at the option of the Company, prior 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 such other indebtedness so secured for so long as such other indebtedness shall be so secured. The foregoing prohibition shall not apply to any Person any information of the following Liens (“Permitted Liens”): (1) Liens on property, shares of stock 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 indebtedness existing 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 Person at 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 time 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 becomes a limitation on any Stockholder or Representative thereof serving as a director Subsidiary of the Company or as an officer a Subsidiary of any Subsidiary of the Company, provided that such Lien was not incurred in anticipation of such Person becoming a Subsidiary; (2) Liens on property, shares of stock or indebtedness existing at the time of acquisition by the Company or any of its Subsidiaries or a Subsidiary of any Subsidiary of the Company acting of such property, shares of stock or indebtedness or Liens on property, shares of stock or indebtedness to secure the payment of all or any part of the purchase price of such property, shares of stock or indebtedness, or Liens on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the direction time of, or within 18 months after, the latest of the Board acquisition of Directors such property, shares of stock or indebtedness or, in the case of property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price of the property and related costs and expenses, the construction or the making of the improvements; (3) any Lien securing indebtedness of the Company and in such capacity taking any action on behalf or a Subsidiary of the Company that owing to the Company or to any of its Subsidiaries; (4) Liens existing on the date when the Company first issues Notes pursuant to this Indenture (other than any Additional Notes); (5) Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with the Company or any of its Subsidiaries, at the time such Person becomes a Subsidiary of the Company, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a Person to the Company or any of its Subsidiaries, provided that such Lien was not incurred in anticipation of the merger, consolidation or sale, lease, other disposition or other such transaction; (6) Liens created in connection with a project financed with, and created to secure, a Non-recourse Obligation; (7) Liens created to secure the Notes; (8) Liens imposed by law, such as materialmen’s, workmen’s or repairmen’s, carriers’, warehousemen’s and mechanic’s Liens or other similar Liens, in each case for sums not yet overdue by more than 30 calendar days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (9) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings; (10) Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature; (11) pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and liens of judgments thereunder which are not currently dischargeable, or deposits to secure public or statutory obligations, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the U.S. to secure surety, appeal or customs bonds, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (12) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ Liens and other similar Liens none of which interfere materially with the use of the property covered thereby in the ordinary course of business and which do not, in the Company’s opinion, materially detract from the value of such properties; (13) Liens in favor of the United States or any state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens; or (14) any extension, renewal or replacement of any Lien referred to in clauses (1) through (13) above, inclusive, so long as (i) the principal amount of the indebtedness secured thereby does not exceed the principal amount of indebtedness so secured at the time of the extension, renewal or replacement (except to the extent of any fees or other costs associated with any such extension, renewal or replacement) and (ii) the Lien is limited to the same property subject to the Lien so extended, renewed or replaced (and improvements on the property). Notwithstanding the restrictions set forth in the second paragraph of Section 1.5(a) of this Third Supplemental Indenture, the Company and its Restricted Subsidiaries will be permitted to take incur indebtedness secured by Liens which would otherwise be subject to the foregoing restrictions without equally and ratably securing the Notes, provided that, after giving effect to such indebtedness, the aggregate amount of all indebtedness secured by Liens (not including Liens permitted under clauses (1) through (14) above), together with all Attributable Debt outstanding pursuant to second paragraph of Section 1.5(b) of this Third Supplemental Indenture, does not exceed 15% of the Merger AgreementConsolidated Net Tangible Assets of the Company. The Company and its Restricted Subsidiaries also may, without equally and ratably securing the Notes, create or incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence. (b) Limitation on Sale and Leaseback Transactions The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (1) such transaction was entered into prior to the date of the initial issuance of the Notes (other than any Additional Notes); (2) such transaction was for the sale and leasing back to the Company or any of its wholly owned Subsidiaries of any Principal Property by one of its Restricted Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (4) the Company would be entitled to incur indebtedness secured by a Lien with respect to such sale and leaseback transaction without equally and ratably securing the Notes pursuant to the second paragraph of Section 1.5(a) of this Third Supplemental Indenture; or (5) The Company or any Restricted Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other property or assets used or useful in its business (including the purchase or development of other Principal Property) or to the retirement of indebtedness that is pari passu with the Notes (including the Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu indebtedness, the Company may deliver Notes to the trustee for cancellation, such Notes to be credited at the cost thereof to it. Notwithstanding the restrictions set forth in Section 1.5(b) of this Third Supplemental Indenture, the Company and its Restricted Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the restrictions in the first paragraph of Section 1.5(b) of this Third Supplemental Indenture, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions, together with all indebtedness outstanding pursuant to the third paragraph of Section 1.5(a) of this Third Supplemental Indenture, does not exceed 15% of the Consolidated Net Tangible Assets of the Company.

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 The following additional covenants shall apply with respect to the Notes so long as any of the Notes remain Outstanding: (a) Limitation on Liens. The Company will not incur, and after the date hereof and continuing until the termination of this Agreement, each Stockholder shall not, nor shall it will not permit or authorize any of its officersRestricted Subsidiaries to incur, directorsany indebtedness secured by a Lien on any Principal Property of the Company or any of its Restricted Subsidiaries or upon shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, employeesor shares of stock or indebtedness of any Restricted Subsidiary, agents are now existing or representatives owned or hereafter created or acquired), in each case, unless prior to or at the same time the Company or such Restricted Subsidiary also secures all payments due under the Notes having the benefit of this Section (collectivelytogether with, if the "Representatives") Company shall so determine, any other indebtedness or guarantees of the Company or any Subsidiary of the Company ranking equally with the Notes or such guarantee), on an equal and ratable basis with, or at the option of the Company, prior 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 such other indebtedness so secured for so long as such other indebtedness shall be so secured. The foregoing prohibition shall not apply to any Person any information of the following Liens (“Permitted Liens”): (1) Liens on property, shares of stock 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 indebtedness existing 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 Person at 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 time 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 becomes a limitation on any Stockholder or Representative thereof serving as a director Subsidiary of the Company or as an officer a Subsidiary of any Subsidiary of the Company, provided that such Lien was not incurred in anticipation of such Person becoming a Subsidiary; (2) Liens on property, shares of stock or indebtedness existing at the time of acquisition by the Company or any of its Subsidiaries or a Subsidiary of any Subsidiary of the Company acting of such property, shares of stock or indebtedness or Liens on property, shares of stock or indebtedness to secure the payment of all or any part of the purchase price of such property, shares of stock or indebtedness, or Liens on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the direction time of, or within 18 months after, the latest of the Board acquisition of Directors such property, shares of stock or indebtedness or, in the case of property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price of the property and related costs and expenses, the construction or the making of the improvements; (3) any Lien securing indebtedness of the Company and in such capacity taking any action on behalf or a Subsidiary of the Company that owing to the Company or to any of its Subsidiaries; (4) Liens existing on the date when the Company first issues Notes pursuant to this Indenture (other than any Additional Notes); (5) Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with the Company or any of its Subsidiaries, at the time such Person becomes a Subsidiary of the Company, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a Person to the Company or any of its Subsidiaries, provided that such Lien was not incurred in anticipation of the merger, consolidation or sale, lease, other disposition or other such transaction; (6) Liens created in connection with a project financed with, and created to secure, a Non-recourse Obligation; (7) Liens created to secure the Notes; (8) Liens imposed by law, such as materialmen’s, workmen’s or repairmen’s, carriers’, warehousemen’s and mechanic’s Liens or other similar Liens, in each case for sums not yet overdue by more than 30 calendar days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (9) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings; (10) Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature; (11) pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and liens of judgments thereunder which are not currently dischargeable, or deposits to secure public or statutory obligations, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the U.S. to secure surety, appeal or customs bonds, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (12) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ Liens and other similar Liens none of which interfere materially with the use of the property covered thereby in the ordinary course of business and which do not, in the Company’s opinion, materially detract from the value of such properties; (13) Liens in favor of the United States or any state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens; or (14) any extension, renewal or replacement of any Lien referred to in clauses (1) through (13) above, inclusive, so long as (i) the principal amount of the indebtedness secured thereby does not exceed the principal amount of indebtedness so secured at the time of the extension, renewal or replacement (except to the extent of any fees or other costs associated with any such extension, renewal or replacement) and (ii) the Lien is limited to the same property subject to the Lien so extended, renewed or replaced (and improvements on the property). Notwithstanding the restrictions set forth in the second paragraph of Section 1.5(a) of this Fourth Supplemental Indenture, the Company and its Restricted Subsidiaries will be permitted to take incur indebtedness secured by Liens which would otherwise be subject to the foregoing restrictions without equally and ratably securing the Notes, provided that, after giving effect to such indebtedness, the aggregate amount of all indebtedness secured by Liens (not including Liens permitted under clauses (1) through (14) above), together with all Attributable Debt outstanding pursuant to second paragraph of Section 1.5(b) of this Fourth Supplemental Indenture, does not exceed 15% of the Merger AgreementConsolidated Net Tangible Assets of the Company. The Company and its Restricted Subsidiaries also may, without equally and ratably securing the Notes, create or incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence. (b) Limitation on Sale and Leaseback Transactions The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (1) such transaction was entered into prior to the date of the initial issuance of the Notes (other than any Additional Notes); (2) such transaction was for the sale and leasing back to the Company or any of its wholly owned Subsidiaries of any Principal Property by one of its Restricted Subsidiaries; (3) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (4) the Company would be entitled to incur indebtedness secured by a Lien with respect to such sale and leaseback transaction without equally and ratably securing the Notes pursuant to the second paragraph of Section 1.5(a) of this Fourth Supplemental Indenture; or (5) The Company or any Restricted Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other property or assets used or useful in its business (including the purchase or development of other Principal Property) or to the retirement of indebtedness that is pari passu with the Notes (including the Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu indebtedness, the Company may deliver Notes to the trustee for cancellation, such Notes to be credited at the cost thereof to it. Notwithstanding the restrictions set forth in Section 1.5(b) of this Fourth Supplemental Indenture, the Company and its Restricted Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the restrictions in the first paragraph of Section 1.5(b) of this Fourth Supplemental Indenture, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions, together with all indebtedness outstanding pursuant to the third paragraph of Section 1.5(a) of this Fourth Supplemental Indenture, does not exceed 15% of the Consolidated Net Tangible Assets of the Company.

Additional Covenants. From (a) The Consultant acknowledges that (i) the sale of apparel products to members of the Promotional Products Association International, the Ad Specialty Industry market and the uniform market (hereinafter, the "Business") is intensely competitive and that Consultant's past employment by and service with the Company during the Term has given and will give the Consultant knowledge of and access to confidential information of the Company, including, but not limited to, the identity of the Company's customers, the identity of the representatives of customers with whom the Company has dealt, the kinds of services provided by the Company to customers and offered to be performed for potential customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information concerning the creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and other trade secrets (the "Confidential Information"); (ii) the direct and indirect disclosure of any such Confidential Information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's business; and (iii) the engaging by Consultant in any of the activities prohibited by this Section 7 may constitute improper appropriation and/or use of such information and trade secrets. Consultant expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of the Company. Accordingly, the Company and Consultant agree as follows: (A) for all purposes of this Section 7, the Company shall be construed to include the Company, NEBS and any parents, subsidiaries and affiliates engaged in the Business; (B) during the Term of this Agreement and at all times after the date hereof and continuing until the termination of this AgreementConsul tant's service by expiration of the Term or otherwise, each Stockholder Consultant 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 encouragewithout written permission, directly or indirectly, whether individually, as a director, stock holder, owner, partner, employee, principal or agent of any inquiries regarding business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the submission ofConfi dential Information, other than in the proper performance of the duties contemplated herein; (C) Consultant agrees to return all Confidential Information, including all photocopies, extracts and summaries thereof, and any Alternative Proposal; such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his service for any reason. The Consultant's non-disclosure obligations hereunder will not apply, or will cease to apply, as the case may be, to that Confidential Information which (i) is or hereafter becomes generally known or available to the public or to interested persons other than through a breach of this Agreement by the Consultant, (ii) participate is rightfully known to the Consultant without restriction on disclosure at the time of its receipt from the Company (including general information and knowledge obtained by the Consultant as a result of his years of experience as an executive in any discussions or negotiations regardingvarious busi-nesses, or furnish to any Person any information or data with respect toincluding those engaged in by the Company), 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 is rightfully obtained by the Consultant from a third party without breach of an obligation of confidentiality to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or the Company, (iv) take any action which would make any representation is independently developed by the Consultant, or warranty of (v) is approved for release by the Stockholder Company. (b) During the Term, the Consultant shall not engage in this Agreement untrue or incorrect or prevent, burden or materially delay "Competition" with the consummation of the transactions contemplated by this AgreementCompany. Upon execution For purposes of this Agreement, each Stockholder shallCompetition by Consultant shall mean Consultant's engaging in, and shall cause its Representatives or otherwise directly or indirectly being employed by or acting as a consultant or lender to, immediately cease any existing activitiesor being a director, discussions officer, employee, principal, agent, stockholder, member, owner or negotiations with any parties conducted heretofore with respect partner of, or permitting his name 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 be used in connection with such proposal, discussion, negotiation the activities of any other business or inquiryorganization anywhere in the United States which is engaged in the business which competes directly with the Business. It shall not be a violation of this sub-paragraph for Consultant to become the registered or beneficial owner of up to five percent (5%) and the identity of any class of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be capital stock of 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 competing corporation registered under the Merger AgreementSecurities Exchange Act of 1934, as amended, provided that Consultant does not actively participate in the business of such corporation during the Term.

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 (or any trustee holding shares for the benefit of such Principal Shareholder) agrees that he or she will: (a) not, nor shall it permit prior to the Effective Time sell, assign, transfer 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 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 ProposalVoting Stock owned of record or beneficially by such Principal Shareholder, whether such shares of Voting 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 Landmark (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 Landmark 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 Landmark’s request, use his or her reasonable efforts to cause any necessary meeting of First Manhattan’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) use reasonable efforts to cause any of his or her Affiliates to cooperate fully with Landmark 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 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 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 Proposal2 transferee); (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 (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 In order to induce Agent and after the date hereof and continuing until the termination of Lenders to enter into this Agreement, make Loans and other financial accommodations to Borrowers during the Forbearance Period subject to the terms and conditions set forth in this Agreement, and forbear during the Forbearance Period from exercising the rights and remedies of Agent and Lenders with respect to the Existing Defaults, Borrowers covenant and agree as follows: (a) In addition to all other terms, conditions and provisions set forth herein and in the other Loan Documents, Borrowers shall deliver or cause to be delivered to Agent the following items, each Stockholder shall notto be authorized, nor shall it permit or authorize executed and delivered by the parties thereto, in form and substance satisfactory to Agent, as soon as possible, but in any of its officersevent, directors, employees, agents or representatives (collectively, by no later than the "Representatives") to, date referred to below with respect to each such item: (i) solicit on or initiatebefore May 6, 2005, an executed letter of intent from at least one (1) person which provides for (A) the purchase of the equity interests of Borrowers by such person or by one or more parties designated by such person, or encourage, directly or indirectly, any inquiries regarding or (B) the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regardingmerger of Borrowers and a third party designated by such person, or furnish (C) the purchase of all or substantially all of the assets of Borrowers (such proposed transaction hereinafter referred to any Person any information or data with respect toas an "Approved Sale"), or take any other action if the prospective purchaser is a public company and is unwilling to knowingly facilitate execute a letter of intent, a letter from the making of any proposal Borrowers providing information and evidence satisfactory to Agent 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 Borrowers are proceeding toward the consummation of an Approved Sale, including the transactions contemplated commencement of due diligence by this Agreementsuch purchaser and the negotiation of definitive purchase and sale or merger agreements, as the case may be. Upon execution of this Agreement, each Stockholder shall, Such letter shall be in form and substance reasonably acceptable to Agent and Lenders and shall cause its Representatives toprovide that, among other things, such Approved Sale will generate cash consideration (net of all fees, expenses and adjustments) sufficient for the Borrowers to repay, in full, in immediately cease any existing activitiesavailable funds, 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.then outstanding Obligations of

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 in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or 62 (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 (a) Employee agrees that he shall not make any disparaging remarks to any other person or entity about the Company, its business or any of its employees. The Company agrees that it will use reasonable efforts to assure that no officer or director of the Company shall make any disparaging remarks to any other person or entity about Employee, including a direct instruction to such officers and directors not to do so. (b) Employee agrees that he shall not voluntarily testify, provide evidence, or otherwise assist any person or entity to pursue any legal claim or claims against the Company or any of its employees, officers and/or directors, except as may otherwise be required by law or in connection with enforcing his rights under this Agreement. Employee also agrees to cooperate with the Company by making himself reasonably available to testify on behalf of the Company or any of its affiliates in any action, suit or proceeding relating to events occurring during Employee's employment with the Company and to assist the Company or any of its affiliates in any such action, suit or proceeding by providing information and meeting and consulting with the Company's Board of Directors or its representatives or counsel, as reasonably requested by the Board or such representatives or counsel, provided that Employee shall receive reimbursement for any expenses reasonably incurred by him (including reasonable attorneys fees) in connection with any such matters and provided further that Employee shall receive reasonable compensation for any services rendered by him after the date hereof Termination Date in connection with any such matters. All such requests by Company and continuing until Employee's obligations with respect thereto shall take into account Employee's obligations and responsibilities to any new employer or other party with whom Employee has contractual or business commitments. (c) Employee and the termination Company, respectively, agree not to disclose either the existence of this Agreement or any of the terms of this Agreement, each Stockholder indirectly or indirectly, to anyone other than the immediate family of Employee or the parties' counsel, accountants and/or financial advisers, or except as such disclosure may be required for accounting or tax reporting purposes or law (including any applicable securities laws). (d) Employee will not at any time disclose or use for his own benefit or for purposes of any other person or entity, other than the Company or its affiliates, any trade secrets, information, data, or other confidential information relating to the business and affairs of the Company or its affiliates generally; provided that the foregoing shall not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, not apply to (i) solicit information which is generally known to the industry or initiatethe public other than as a result of Employee's breach of this covenant, or encourage(ii) disclosures to the extent required by law, provided that Employee shall afford the Company reasonable notice and opportunity at its expense to obtain protective orders in connection with any such disclosure. (e) For the period of two years following the date hereof, the Employee agrees not, directly or indirectly, to solicit for employment or hire 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 employee of the Stockholder in this Agreement untrue Company or incorrect its affiliates, except that he shall not be precluded from hiring M.J. ▇▇▇▇▇▇ ▇▇ hiring any employee who initiates discussions regarding such employment without any direct or prevent, burden or materially delay indirect solicitation by the consummation Employee. (f) The Employee shall continue after the Termination Date to have the benefit of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, indemnification and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect contribution rights 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 he is entitled as a former officer or director of the Company or as an officer of under the indemnification agreement between him and the Company acting at and under the direction Certificate of the Board of Directors Incorporation and By-Laws of the Company and under any directors' and officers' insurance maintained by the Company. (g) Employee acknowledges that he has consulted his own legal or tax advisers to the extent he desired to do so in such capacity taking any action on behalf of connection with this Agreement, and is not relying upon the Company that the Company is permitted or its attorneys or other agents concerning any tax, legal or financial issues relating to take under the Merger this Agreement.

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 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, from the Effective Time for a period of six (6) months to, sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any Acquiror Common Stock acquired in connection with respect to the Merger and owned of record or beneficially by such Principal Shareholder, whether such shares of Acquiror Common Stock are owned of record or beneficially by such Principal Shareholder as of the Effective Time, 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 Alternative Proposal sales, assignments, transfers or approve or resolve to approve any Alternative Proposalother dispositions necessitated by hardship; or (iviii) take any action which would make any representation or warranty of the Stockholder as Acquiror may otherwise agree 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 shallwriting; (c) not, and shall cause will not permit any of his or her Affiliates, directly or indirectly (including through its Representatives Representatives), to: (i) initiate, immediately cease solicit or encourage any existing activitiesdiscussions, discussions inquiries or negotiations proposals with any parties conducted heretofore third party relating to an Acquisition Transaction; or (ii) 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 proposalAcquisition Transaction, discussion, negotiation except as necessary for Company’s board or inquiry which it may receive directors to fulfill its fiduciary duties; (and will promptly provide to Grifols copies of d) not vote or 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; (e) at Acquiror’s request, use his or her best efforts to cause any necessary meeting of 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; (f) 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 (g) 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 In addition to the other agreements of the Company contained herein, the Company hereby agrees that: (a) it will advise the Dealer-Managers promptly of the following: (i) the occurrence of any event which may cause the Company to withdraw, terminate, rescind or cancel the Rights Offering; (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which the Company believes would require the making of any material change in the Offering Materials then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material aspect and after will promptly amend the date hereof Offering Materials, in a form satisfactory to the Dealer-Manager, to reflect such event or fact or untrue representation or warranty, as the case may be, and continuing until will cause the termination amended Offering Materials to be delivered to the Rights Holders and file the Registration Statement and the Prospectus with the Commission, and will extend the Expiration Date as required by law or regulation, including the listing standards of this Agreementthe NASDAQ; (iii) any proposal or requirement to amend or supplement the Registration Statement or the other documents to be filed with the Commission relating to the Rights Offering or to make any other material filing related to the Rights Offering pursuant to any applicable law, each Stockholder shall not, nor shall it permit regulation or authorize rule; (iv) the issuance by the Commission or any other governmental or regulatory agency or authority of any comment or order concerning the Rights Offering or Offering Materials; (v) any request for additional information or other action directed to the Company or any of its affiliates by any governmental or regulatory authority, including but not limited to the Commission, which would be likely to substantially delay the consummation of the Rights Offering; (vi) any material development in connection with the Rights Offering or the other Transactions; and (vii) any other information relating to the Rights Offering which the Dealer-Managers may from time to time reasonably request; (b) it will use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement under the Securities Act and to prevent the issuance of any stop order; (c) prior to making any filings with any governmental or regulatory authority which are in addition to what it has filed as of the date hereof, including, but not limited to, any amendments or supplements to such filings, the Company will furnish a copy to the Dealer-Managers and afford the Dealer-Managers and their counsel(s) a reasonable opportunity to comment thereon prior to filing; (d) it will endeavor to cooperate in qualifying the shares of Common Stock issuable upon exercise of the Rights and the Warrants and, if necessary, the Rights and Warrants for offering and sale, as applicable, under the securities or blue sky laws of such states or other jurisdictions as the Dealer-Managers may designate and to maintain such qualifications in effect so long as required for the distribution of the shares of Common Stock issuable upon exercise of the Rights and the Warrants and, if applicable, the Rights and Warrants; 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 issuable upon exercise of the Rights and the Warrants, and if applicable, the Rights and Warrants); and to promptly advise the Dealer-Managers of the receipt by the Company of any notification with respect to the suspension of the qualification of the shares of Common Stock issuable upon exercise of the Rights and the Warrants, and, if applicable, the Rights and Warrants for offer and sale, as applicable, in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (e) it will furnish to each Dealer-Manager as many copies of the preliminary prospectus and the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as such Dealer-Manager may reasonably request from time to time for the purposes contemplated by the Securities Act; (f) The Company will use its best efforts to list, subject to notice of issuance, the Rights, the Underlying Shares, the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants on NASDAQ, and once listed to maintain such listing of the (i) Underlying Shares and the shares issuable upon exercise of the Warrants, (ii) Rights during the Subscription Period, and (iii) the Warrants through January 1, 2012. (g) if, after the time this Agreement is executed and delivered, it is necessary for the Registration Statement (including any Rule 462(b) Registration Statement) or any post-effective amendment thereto to be declared effective before the Underlying Shares and Warrants may be issued, the Company will use its reasonable best efforts to cause the Registration Statement (including any Rule 462(b) Registration Statement) or such post-effective amendment to become effective as soon as practicable, and the Company will advise the Dealer-Managers promptly and, if requested by the Dealer-Managers, will confirm such advice in writing, (i) when the Registration Statement (including any Rule 462(b) Registration Statement) and any such post-effective amendment thereto has become effective, and (ii) if Rule 430A under the Securities Act is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Company agrees to file in a timely manner in accordance with the Securities Act); it will continue to comply in all material respects with all laws, rules and regulations relating to the Rights Offering and Offering Materials, to the extent applicable; (h) it will advise or cause the Subscription Agent to advise the Dealer-Managers as to the names and addresses of all Rights Holders exercising Rights, the total number of Rights exercised by each Rights Holder during the immediately preceding calendar day, indicating the total number of Rights verified to be in proper form for exercise and rejected for exercise and being processed and as to such other information as the Dealer-Managers may reasonably request; and will notify the Dealer-Managers not later than 4:00 P.M., New York City time, on the first business day following the Expiration Date of the total number of Rights exercised and Underlying Shares related thereto, the total number of Rights verified to be in proper form for exercise and rejected for exercise and being processed and as to such other information as the Dealer-Managers may reasonably request; it will take such action as the Dealer-Managers may reasonably request to complete any required review by the FINRA of the terms of the sale of Underlying Shares and attached Warrants contemplated by the Rights Offering and this Agreement; (i) it will make available to the Dealer-Managers all material financial and other information concerning its business and operations and the Rights Offering that the Dealer-Managers reasonably request and will provide the Dealer-Managers and their advisors with reasonable access to the Company’s officers, directors, employees, agents or representatives independent accountants and legal counsel; (collectivelyj) it will issue the Rights and issue and sell Underlying Shares and attached Warrants subscribed for by Rights Holders when and to the extent that the Company is required to do so pursuant to the terms and conditions of the Rights Offering, and it will use the "Representatives"net proceeds from the Rights Offering in the manner as described under the caption “Use of Proceeds” in the Prospectus; (k) to, (i) solicit or initiate, or encourageit will not take, directly or indirectly, any inquiries regarding action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the issuance of the Rights or the submission ofsale or resale of the Rights, Warrants or shares of Common Stock issuable upon exercise of the Rights and the Warrants; (l) the use of any Alternative Proposal; reference to any Dealer-Manager in the Offering Materials or any other document or communication prepared, approved or authorized by the Company in connection with the Rights Offering is subject to the prior approval of such Dealer-Manager, provided that if such reference to the Dealer-Manager is required by applicable law, the Company agrees to notify the Dealer-Manager within a reasonable time prior to such use but the Company is nonetheless permitted to use such reference; (m) it will treat any advice, written or oral, provided by any Dealer-Manager pursuant to this Agreement as confidential and, except as required by law, such advice will be solely for the information and assistance of the Company in connection with the Rights Offering and may not be quoted, nor will any such advice or the name of such Dealer-Manager be referred to, in any report, document, release or other communication, whether written or oral, prepared, issued or transmitted by the Company or any affiliate, director, officer, employee, agent or representative of any thereof, without, in each instance, each Dealer-Managers’ prior written consent, which consent shall not be unreasonably withheld; (n) the Dealer-Managers, with the prior written consent of the Company (which shall not be unreasonably delayed, withheld or denied), at the expense of the Dealer-Managers, may place an announcement in any newspapers and periodicals, stating that the Dealer-Managers are acting as dealer-manager and financial advisor in connection with the Rights Offering; (o) it agrees not to sell, contract to sell or otherwise dispose of any Common Stock or securities convertible into Common Stock (except (i) Common Stock issued pursuant to currently outstanding options, warrants or convertible securities 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 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 Underlying Shares issued in connection with such proposal, discussion, negotiation or inquiry) and the identity exercise 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 Rights and Warrants) from the date hereof until the date that is 90 calendar days after the Closing Date (the “90-day Lock-Up Period”) without the prior written consent of the Company or as an officer Dealer-Managers; provided, however, that if (1) during the last 17 calendar days of the 90-day Lock-Up Period, the Company acting at releases earnings results or material news or a material event relating to the direction Company occurs or (2) prior to the expiration of the Board of Directors 90-day Lock-Up Period, the Company announces that it will release earnings results during the 16-calendar-day period beginning on the last calendar day of the Company and 90-day Lock-Up Period, then in such capacity taking any action on behalf either case the 90-day Lock-Up Period will be extended until the expiration of the Company that 18-calendar-day period beginning on the Company is permitted issuance date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless each of the Dealer-Managers waives, in writing, such extension; and (p) it will use commercially reasonable efforts to take under cause to be provided such other opinions, certificates and other documents as the Merger AgreementDealer-Managers may reasonably request.

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). EXHIBIT V TERMINATION EVENTS 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: Period Ratio 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: Fiscal Year Amount 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 Agreement.Chevron Transition Agreement pursuant to guidelines and policies which have been approved in writing by each of the Purchaser Agents. SCHEDULE I CREDIT AND COLLECTION POLICY Schedule I-1 Credit Risk Policy Credit Policies, Practices and Procedures Effective Date: April 30, 2007 Credit and Risk Management Groups Table of Contents Field Credit Policy, Practices and Procedures 1. General Credit Policy Statement 3 2. New Account Origination 3 2.1. Types of Applications 2.2. Completed Applications 2.3. Signatures

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 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 such Purchaser’s signature page hereto with respect to the sale of the Notes 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. 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 5.1 The Company covenants and after agrees with the date hereof Underwriters that it shall: (a) file with the TSX-V 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 TSX-V, 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, TSX-V 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 Unit Shares and Warrant Shares, subject only to Standard Listing Conditions, which the Company agrees to fully satisfy in any discussions or negotiations regardinga timely manner forthwith after the Closing; (b) during the period prior to the completion of the Offering, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate promptly notify the making Underwriters in writing of any proposal material change (actual or proposed) in the business, affairs, operations, assets or liabilities (contingent or otherwise) prospects, financial position or capital of the Company and the Company shall, within any applicable time limitation, comply with all filing and other requirements under the Applicable Securities Laws of the Qualifying Jurisdictions, and with the rules of the TSX-V, applicable to the Company as a result of any such change; In addition to the foregoing, the Company shall, in good faith, discuss with the Underwriters any material change in circumstances (actual or proposed) which is of such a nature that constitutesthere is or ought to be consideration given by the Company as to whether notice in writing of such change need be given to the Underwriters pursuant to this subparagraph; (c) 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 Unit Shares, Warrants and Warrant Shares to be distributed free of resale restrictions in the Qualifying Jurisdictions (except a four month and a day hold period restriction under NI 45-102, control person restrictions and restrictions under applicable U.S. securities laws), subject only to the requirements of Applicable Securities Laws; (d) use commercially reasonable efforts to maintain its status as a “reporting issuer” or may 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 of all of the outstanding common shares of the Company; (e) use commercially reasonable efforts to maintain its listing of its common shares on the TSX-V (or a similar stock exchange or quotation system) 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 of all of the outstanding common shares of the Company; (f) deliver to the Underwriters and their legal counsel, as applicable: (i) at the Closing Time, such legal opinions (the “Legal Opinions”) of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, the Company’s legal counsel (excluding U.S. legal counsel), other legal counsel in the Qualifying Jurisdictions addressed to the Underwriters 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”; (ii) at the Closing Time, if any Units and/or Option Units are being sold to U.S. Purchasers, in accordance with Schedule “A” hereto, a legal opinion of, ▇▇▇▇▇▇ & Whitney LLP, the Company’s U.S. legal counsel (the “U.S. Legal Opinion”), addressed to the Underwriters and dated as of the Closing Date in form and content acceptable to the Underwriters, acting reasonably, to the effect that such offer and sale of the Unit Shares, Warrants and Warrant Shares is not required to be expected to lead to, any Alternative Proposal; registered under the U.S. Securities Act; (iii) enter into 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 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 agreement securities of the Company or prohibiting the sale of the Units and Option Units 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 no material change relating to the Company has occurred since the date of this Agreement with respect to any Alternative Proposal or approve or resolve 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 approve any Alternative Proposalconfidentiality; or and (D) all of the representations and warranties made by the Company in this Agreement and the Ancillary Documents are true and correct as of the Closing Time in all material respects (except those representations and warranties which are qualified by materiality which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (iv) take at the Closing Time, such legal opinion (the “Title Opinion”) 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 Company’s material property being the Las Chispas Property; (v) certificates dated the Closing Date signed by the CEO 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 Units and Option Units, the grant of the Underwriters’ Option, the authorization of this Agreement and the Ancillary Documents, the TSX-V listing and transactions contemplated by this Agreement and the Ancillary Documents; and the incumbency and signatures of signing officers of the Company; (vi) at the Closing Time, certificates of good standing (or equivalent) for the Company and the Subsidiaries, each dated within one business day (or such earlier or later date as the Underwriters may accept) of the Closing Date; (vii) at the Closing Time, a certificate of the registrar and transfer agent of the common shares of the Company, which certifies the number of common shares of the Company issued and outstanding on the date prior to the Closing Date; and (viii) at the Closing Time, such other materials (the “Closing Materials”) 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 such other date as the Underwriters may reasonably require; (g) 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 and the Ancillary Documents remain materially true and correct and not do any action which such act or thing that would make render any representation or warranty of the Stockholder Company contained in this Agreement and the Ancillary Documents materially untrue or incorrect or preventincorrect; (h) during the period commencing on November 29, burden or materially delay 2017 and ending on the consummation date which is 120 days following the Closing Date, not, without the prior written consent of the transactions contemplated Co-Lead Underwriters, which consent will not be unreasonably withheld, directly or indirectly issue, announce or agree to issue any common shares of the Company or any options, securities or other financial instruments exercisable or convertible into or having the right to acquire common shares of the Company, other than issuances (i) under existing director or employee stock option, bonus or purchase plans of the Company, as detailed in the Company’s most recent information circular, or (ii) as a result of the exercise of currently outstanding share purchase warrants or options or previously scheduled property payments; (i) prior to the Closing Date, provide evidence satisfactory to the Underwriters of the conditional approval of the TSX-V of the listing and posting for trading on the TSX-V of the Unit Shares and Warrant Shares, subject only to satisfaction by this Agreement. Upon execution the Company of this Agreementcustomary post-closing conditions imposed by the TSX-V in similar circumstances (the “Standard Listing Conditions”); (j) not reproduce, disseminate, quote from or refer to any written or oral opinions, advice, analysis and materials provided by the Underwriters to the Company in connection with the Offering in whole or in part at any time, in any manner or for any purpose, without the Co-Lead Underwriters’ prior written consent in each Stockholder shallspecific instance, and the Company shall and shall cause its Representatives toaffiliates, immediately cease officers, directors, shareholders, agents and advisors (including those shareholders who have an advisory relationship with the Company and the directors, officers, and employees of such shareholders) to keep confidential the opinions, advice, analysis and materials furnished to the Company by the Underwriters and their counsel in connection with the Offering; (k) during the period commencing on the date hereof and the Closing Date promptly provide to the Underwriters drafts of any existing activitiespress releases of the Company for review by the Underwriters and the Underwriters’ counsel prior to issuance, discussions provided that any such review will be completed in a timely manner; (l) forthwith notify the Underwriters of any breach of any covenant of this Agreement or negotiations with any parties conducted heretofore with respect Ancillary Documents by any party thereto, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any Ancillary Document is or has become untrue or inaccurate in any material respect; (m) ensure that any news release announcing this Offering and naming the Underwriters will include substantially the following legend: “NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.”, and news releases announcing this transaction will include the following statements: “This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the foregoingsecurities in the United States. Each Stockholder will promptly notify Grifols The securities have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold within the United States, absent such registration or an applicable exemption from such registration requirements.”; (n) use the net proceeds of the existence Offering substantially in the manner set out on page 1 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 this Agreement; (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiryo) 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 make management of the Company or available to provide such assistance in marketing the Offering as an officer the Underwriters may reasonably request; and (p) upon reasonable request from the Underwriters, to request a trading halt of the Company acting at Company’s common shares on the direction of the Board of Directors of the Company TSX-V, as reasonably required and in such capacity taking any action on behalf of the Company that the Company is permitted to take under the Merger Agreementappropriate.

Additional Covenants. From (1) EMPLOYEE hereby agrees that for a period of eighteen (18) months (five hundred and forty five {545} days) after the date hereof and continuing until the termination of this his/her employment hereunder for any reason whatsoever, with or without cause, he/she will not directly or indirectly act as or become a principal, agent, stockholder, director, officer, investor, within a radius of two hundred (200) miles of the office of EMPLOYER in which EMPLOYEE is, or has been employed in the past eighteen (18) months, engage in the same business or any similar function (management consulting medical office service, and/or recruiting) endeavoring to secure administrative, managerial, data processing, sales or technical employees for permanent or temporary compensated positions for any business firms; and the he/she: (a) Will not contact any person, firm, corporation, employer, client, or applicant who was at any time prior thereto, a customer or client of EMPLOYER; and (b) Will not contact or solicit any employee of EMPLOYER; and (c) Will not interfere directly or indirectly with such business of EMPLOYER; and (d) Will not divulge, use, disclose or furnish to anyone other than EMPLOYER, any trade secrets or other confidential information concerning EMPLOYER. (e) Will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning EMPLOYER, any of their affiliates or their respective businesses, or any of their respective employees, agents, officers, members, principals, or any existing or prospective customers, suppliers, or other associated third parties. (2) Any provisions hereof to the contrary notwithstanding, EMPLOYEE specifically agrees that EMPLOYEE will not during the course of his/her employment hereunder, directly or indirectly act as or become a principal, agent, stockholder, director, officer, investor, manager, trustee, representative, employee, or counselor, or act in any other type of employment agency business or any similar function (management consulting, medical office service and/or recruiting) endeavor to secure administrative, managerial, data processing, sales, clerical or technical employment for permanent or temporary compensated positions for any business firms. (3) That should EMPLOYEE violate any of the provisions of the Agreement, he/she will be immediately upon demand account for and pay over to employer and compensation, commission, bonus, salary, gratuity, or other emolument of any kind received directly or indirectly in any transaction or employment connected with such violation. In addition, Employee acknowledges that a violation of the covenants set forth in paragraphs (1) and (2) of this section B by EMPLOYEE would cause irreparable damage to EMPLOYER and that such damage would be difficult, if not impossible, to prove with any degree of certainty; therefore, in the event of a breach thereof, employee agrees EMPLOYEE agrees to pay to EMPLOYER the sum of One Hundred Thousand Dollars ($100,000) or two (2) times the gross yearly sales, whichever is greater, not as a penalty, but as liquidated damages. EMPLOYER and EMPLOYEE each Stockholder agree that the amount of liquidated damages, hereinabove set forth, is reasonable. This is in addition to any other remedy set forth herein. (4) EMPLOYEE has carefully read all of the terms herein stated and agrees that the same are necessary for the reasonable and proper protection of EMPLOYER’s business; that EMPLOYER has been induced to enter into the Agreement upon the representation of EMPLOYEE that he/she will abide by and be bound by such matter, length of time and the geographical area embraced; and that irrespective of all other conditions, the covenants and restrictions hereinabove provided shall notbe operative during the full period and throughout the geographical area described. (5) The parties hereto agree that the services of EMPLOYEE are unique and extraordinary, and that the EMPLOYER has given EMPLOYEE access to confidential and valuable information of EMPLOYER as a result of which use by EMPLOYEE of trade secrets and/or customer lists, applications, correspondence, etc. would cause irreparable damage to EMPLOYER. Consequently, EMPLOYEE agrees that in the event of any breach by EMPLOYEE of any of the covenants set forth in the Agreement that EMPLOYER may apply to any court of competent jurisdiction the entry of an immediate order for an injunction restraining the further breach of said covenant by EMPLOYEE. EMPLOYEE warrants that in the event that the restrictions set forth in Paragraph B (1) hereof become operative, he/she will be able to engage in other business for the purpose of earning a livelihood. (6) It is further agreed that the failure of EMPLOYER to insist upon strict adherence to one or more of all of all of the covenants and restrictions aforesaid, on one or more occasions shall not be construed as a waiver, nor shall it permit or authorize such course of action deprive EMPLOYER of the right thereafter to require strict compliance with same. (7) In the event that, and if for any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectlyreason, any inquiries regarding portion of Section B shall be held to be invalid or unenforceable, it is agreed that 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 same shall not affect 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 portion of the Stockholder Agreement, but that the remaining covenants and restrictions or portions thereof shall remain in full force and effect, and that if the invalidity or unenforceability is due to the unreasonableness of the time or geographical area covered by said covenants and restrictions, said covenants and restrictions of this Agreement untrue or incorrect or prevent, burden or materially delay the consummation shall nevertheless be effective for such period of the transactions contemplated time and fur such area as may be determined to be reasonable by this Agreement. Upon execution a court 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 Agreementcompetent jurisdiction.

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 Subject to the terms and after the date hereof and continuing until the termination conditions of this Restructuring Agreement, each Stockholder shall notSecured Noteholder covenants and agrees to take all commercially reasonable efforts necessary to support the successful consummation of the Financial Restructuring. In addition, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives each Secured Noteholder covenants and agrees not to: (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 (iva) take any action which inconsistent with, or that would make any representation delay or warranty of prevent timely confirmation of, the Stockholder in this Agreement untrue Plan or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this AgreementFinancial Restructuring, each Stockholder shallincluding, and shall cause its Representatives but not limited to, immediately cease any existing activitiesthe following actions (i) voting for, discussions consenting to, supporting or negotiations with any parties conducted heretofore with respect to any of participating in the foregoing. Each Stockholder will promptly notify Grifols of the existence formulation of any proposalplan of reorganization or liquidation other than the Plan proposed or filed, discussionor to be proposed or filed, negotiation in any chapter 11 case or inquiry received by such Stockholder with chapter 7 case commenced in 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 any of the Subsidiaries, (ii) directly or indirectly seeking, soliciting, supporting or encouraging any plan other than the Plan, or any sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company acting at the direction or any of the Board of Directors Subsidiaries that reasonably could be expected to prevent, delay or impede the successful implementation of the Financial Restructuring as contemplated by the Plan and the Restructuring Documents, or (iii) objecting to the Disclosure Statement or the solicitation of consents to the Plan; and (b) provided the Noteholders Committee has approved or expressed its non-opposition, object to any “first day” motion or application filed by the Company, or any other motion or application filed by the Company and in such capacity taking the Chapter 11 Cases, unless the requested relief would be inconsistent with this Restructuring Agreement; provided however, notwithstanding the foregoing or anything else in this Restructuring Agreement to the contrary, no Secured Noteholder shall be barred from objecting to (x) approval of any action on behalf debtor-in-possession financing facility for which the Company seeks approval by the Bankruptcy Court, (y) approval of the Company Disclosure Statement if such Disclosure Statement contains a material misstatement or omission or fails to contain adequate information, or (z) confirmation of the Plan, or approval, execution or implementation of any Restructuring Document, if such Plan or Restructuring Document contains terms that are inconsistent with this Restructuring Agreement or the Term Sheet; and provided further, notwithstanding the foregoing or anything else in this Restructuring Agreement to the contrary, the Noteholders Committee shall not be barred from responding or objecting to any motion or application filed by the Company or any other party in the Chapter 11 Cases. In addition, except as expressly provided herein, nothing herein is permitted intended to, or does, in any manner, waive, limit, impair, or restrict the ability of any Secured Noteholder to take protect and preserve all of its rights, remedies, and interests, including, without limitation, with respect to its Subject Claims or any other claims against the Company under the Merger AgreementExisting Agreements, any interim or final order authorizing the Company to use cash collateral and provide adequate protection, applicable law or otherwise, or with respect to such Secured Noteholder’s full participation in the Chapter 11 Cases.

Additional Covenants. From and after the date hereof and continuing (a) Each Forbearing Lender agrees that until the expiration or termination of this Agreementthe Lender Forbearance Period, 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, not directly or indirectlyindirectly sell, transfer, lend, gift, convert, enter into any inquiries regarding derivative or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data hedging agreement with respect to, or take otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership2) in any of its Loans or Commitments and/or any exposure under any Secured Hedge Agreement, as applicable, or enter into any agreement, arrangement or understanding in connection therewith, except that each Forbearing Lender may Transfer any of the foregoing: (i) to the extent such Forbearing Lender is managing the Loans and/or Commitments on behalf of a fund, to another fund managed by the Forbearing Lender if the representations and warranties set 2 As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Loans and/or Commitments or the right to acquire the Loans and/or the Commitments. forth in Section 5 remain true and correct in all respects after such Transfer; (ii) to any other action Forbearing Lender (including through a broker-dealer intermediary), in which case, such Loans and/or Commitments and/or exposure under any Secured Hedge Agreement, as applicable, shall automatically be deemed to knowingly facilitate be subject to 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 to a transferee the Forbearing Lender controls, is controlled by, is under common control with respect or is an affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act), affiliated fund, or affiliated entity with a common investment advisor, so long as the applicable transferee agrees to any Alternative Proposal or approve or resolve to approve any Alternative Proposalbe bound by all the terms of this Agreement as if such transferee had originally executed this Agreement; or (iv) take to any action which would make any representation other person provided that the transferee agrees in writing prior to such Transfer to be bound by all the terms of this Agreement as if such transferee had originally executed this Agreement, or warranty the transferee executes and delivers a separate agreement with terms substantially similar to this Agreement for the benefit of the Stockholder Borrowers (the Transfers set forth in the foregoing clauses (i) to (iv), a “Permitted Transfer” and such party to such Permitted Transfer, a “Permitted Transferee”) (any Transfer that does not comply with this paragraph shall be void ab initio). Upon satisfaction of the foregoing requirements in this Section 7(a), the transferee shall be deemed to be a Forbearing Lender hereunder and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement untrue or incorrect or preventto the extent of such transferred rights and obligations. (b) This Agreement shall in no way be construed to preclude the Forbearing Lender from acquiring additional Loans and/or Commitments; provided, burden or materially delay that (A) if any Forbearing Lender acquires additional Loans and/or Commitments during the consummation of the transactions contemplated by this Agreement. Upon execution term of this Agreement, each Stockholder shall, such Forbearing Lender shall report its updated holdings of Loans and/or Commitments to the Borrowers within three (3) Business Days of such acquisition and (B) any acquired Loans and/or Commitments shall cause its Representatives to, automatically and immediately cease any existing activities, discussions upon acquisition by a Forbearing Lender be deemed subject to the terms of this Agreement (regardless of when or negotiations with any parties conducted heretofore with respect to any whether notice of such acquisition is given). (c) Each of the Borrowers understands that the Forbearing Lenders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing. Each Stockholder will promptly notify Grifols , each of the existence Borrowers acknowledges and agrees that, to the extent a Forbearing Lender expressly indicates on its signature page hereto that it is executing this Agreement on behalf of any proposalspecific trading desk(s) and/or business group(s) of the Forbearing Lender that principally manage and/or supervise the Forbearing Lender’s investment in such Borrower, discussion, negotiation or inquiry received by the obligations set forth in this Agreement shall only apply to 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 inquirytrading desk(s) and/or business group(s) and the identity shall not apply to any other trading desk or business group 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 Forbearing Lender so long as a director of the Company or as an officer of the Company they are not acting at the direction or for the benefit of the Board of Directors of the Company and such Forbearing Lender or such Forbearing Lender’s investment in such capacity taking any action on behalf of the Company Borrower; provided that the Company is permitted to take under foregoing shall not diminish or otherwise affect the Merger obligations and liability therefor of any legal entity that executes this Agreement. (d) Further, notwithstanding anything in this Agreement to the contrary, the Parties agree that, in connection with the delivery of signature pages to this Agreement by a Forbearing Lender that is a Qualified Marketmaker (defined below) before the occurrence of conditions giving rise to the effective date for the obligations hereunder, such Forbearing Lender shall be a Forbearing Lender hereunder solely with respect to the Loans and/or Commitments listed on such signature pages and shall not be required to comply with this Agreement for any other Loans it may hold from time to time in its role as a Qualified Marketmaker. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Borrowers (or enter with customers into long and short positions in claims against the Borrowers), in its capacity as a dealer or market maker in claims against the Borrowers and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

Additional Covenants. From and after the date hereof and continuing (a) Each Forbearing Lender agrees that until the expiration or termination of this Agreementthe Lender Forbearance Period, 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, not directly or indirectlyindirectly sell, transfer, lend, gift, convert, enter into any inquiries regarding derivative or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data hedging agreement with respect to, or take otherwise dispose of (each, a “Transfer”) any ownership (including any beneficial ownership2) in any of its Loans or Commitments and/or any exposure under any Secured Hedge Agreement, as applicable, or enter into any agreement, arrangement or understanding in connection therewith, except that each Forbearing Lender may Transfer any of the foregoing: (i) to the extent such Forbearing Lender is managing the Loans and/or Commitments on behalf of a fund, to another fund managed by the Forbearing Lender if the representations and warranties set forth in Section 5 remain true and correct in all respects after such Transfer; (ii) to any other action Forbearing Lender (including through a broker-dealer intermediary), in which case, such Loans and/or Commitments and/or exposure under any Secured Hedge Agreement, as applicable, shall automatically be deemed to knowingly facilitate be subject to 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 to a transferee the Forbearing Lender controls, is controlled by, is under common control with respect or is an affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act), affiliated fund, or affiliated entity with a common investment advisor, so long as the applicable transferee agrees to any Alternative Proposal or approve or resolve to approve any Alternative Proposalbe bound by all the terms of this Agreement as if such transferee had originally executed this Agreement; or (iv) take to any action which would make any representation other person provided that the transferee agrees in writing prior to such Transfer to be bound by all the terms of this Agreement as if such transferee had originally executed this Agreement, or warranty the transferee executes and delivers a separate agreement with terms substantially similar to this Agreement for the benefit of the Stockholder Borrowers (the Transfers set forth in the foregoing clauses (i) to (iv), a “Permitted Transfer” and such party to such Permitted Transfer, a “Permitted Transferee”) (any Transfer that does not comply with this paragraph shall be void ab initio). Upon satisfaction of the foregoing requirements in this Section 7(a), the transferee shall be deemed to be a Forbearing Lender hereunder and the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement untrue or incorrect or preventto the extent of such transferred rights and obligations. (b) This Agreement shall in no way be construed to preclude the Forbearing Lender from acquiring additional Loans and/or Commitments; provided, burden or materially delay that (A) if any Forbearing Lender acquires additional Loans and/or Commitments during the consummation of the transactions contemplated by this Agreement. Upon execution term of this Agreement, each Stockholder shall, such Forbearing Lender shall report its updated holdings of Loans and/or Commitments to the Borrowers within three (3) Business Days of such acquisition and (B) any acquired Loans and/or Commitments shall cause its Representatives to, automatically and immediately cease any existing activities, discussions upon acquisition by a Forbearing Lender be deemed subject to the terms of this Agreement (regardless of when or negotiations with any parties conducted heretofore with respect to any whether notice of such acquisition is given). (c) Each of the Borrowers understands that the Forbearing Lenders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing. Each Stockholder will promptly notify Grifols , each of the existence Borrowers acknowledges and agrees that, to the extent a Forbearing Lender expressly indicates on its signature page hereto that it is executing this Agreement on behalf of any proposalspecific trading desk(s) and/or business group(s) of the Forbearing Lender that principally manage and/or supervise the Forbearing Lender’s investment in 22 As used herein, discussionthe term “beneficial ownership” means the direct or indirect economic ownership of, negotiation and/or the power, whether by contract or inquiry received by otherwise, to direct the exercise of the voting rights and the disposition of, the Loans and/or Commitments or the right to acquire the Loans and/or the Commitments such Stockholder with respect Borrower, the obligations set forth in this Agreement shall only apply 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 inquirytrading desk(s) and/or business group(s) and the identity shall not apply to any other trading desk or business group 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 Forbearing Lender so long as a director of the Company or as an officer of the Company they are not acting at the direction or for the benefit of the Board of Directors of the Company and such Forbearing Lender or such Forbearing Lender’s investment in such capacity taking any action on behalf of the Company Borrower; provided that the Company is permitted to take under foregoing shall not diminish or otherwise affect the Merger obligations and liability therefor of any legal entity that executes this Agreement. (d) Further, notwithstanding anything in this Agreement to the contrary, the Parties agree that, in connection with the delivery of signature pages to this Agreement by a Forbearing Lender that is a Qualified Marketmaker (defined below), such Qualified Marketmaker shall be a Forbearing Lender hereunder solely with respect to the Loans and/or Commitments listed on such signature pages and shall not be required to comply with this Agreement for any other Loans it may hold from time to time in its role as a Qualified Marketmaker. As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Borrowers (or enter with customers into long and short positions in claims against the Borrowers), in its capacity as a dealer or market maker in claims against the Borrowers and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

Additional Covenants. From 3.1 Each of the parties hereto shall, in good faith, use all commercially reasonable efforts to: (a) conduct their business and after affairs in a manner such that its respective representations and warranties made by it herein remain true prior to Acquisition Closing, and to promptly notify the date hereof other parties should any representation and continuing until warranty made by it herein cease to be true;‌ (b) perform and observe the termination of this Agreement, each Stockholder shall not, nor shall covenants made by it permit or authorize any of its officers, directors, employees, agents or representatives herein; and (collectively, the "Representatives"c) 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 perform and observe matters required to any Person any information or data with respect to, or take satisfy any other action conditions precedent 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 completion of the transactions contemplated by this Agreement. Upon execution Agreement.‌ 3.2 The Company will: (a) carry on its business only in the ordinary course, consistent with past practice; (b) make all commercially reasonable efforts to preserve the goodwill of the Company and its relationships with customers, suppliers, and others having business dealings with the Company; (c) refrain from entering into any contract or arrangement, other than in the ordinary course of the business or with the prior written consent of the Purchaser;‌ (d) not amend or otherwise change its constating documents; (e) not take any action that would permit any Adverse Interest over any assets of the Company;‌ (f) not authorize, issue, sell, or transfer any share capital or other equity interests of the Company or any securities convertible into or exercisable or exchangeable for share capital or other equity interests of the Company, or adjust, split, or reclassify any share capital or other equity interests of the Company; (g) not declare, set aside, make, or pay any dividend or other distribution (whether in cash, stock or other property) in respect of any share capital of the Company; (h) continue in full force all of its material insurance policies; (i) comply in all material respects with all Applicable Laws to the business; and‌ (j) apply for, maintain in good standing, and make all commercially reasonable efforts to renew all Authorizations. 3.3 No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by any party or its representatives without the prior agreement of the Purchaser and the Company, acting reasonably, as to timing, content and method; provided that the obligations of the parties herein will not prevent a party from making such disclosure as its counsel advises is required by Applicable Law, or by any applicable regulator, stock exchange, or securities commission.‌ 3.4 For purposes of this Agreement, each Stockholder shall“Confidential Information” means any information concerning a party (the “Disclosing Party”) or its business, properties and shall cause assets made available to the other parties or its Representatives torepresentatives (the “Receiving Party”); provided that it does not including information which (a) is generally available to or known by the public other than as a result of improper disclosure by the Receiving Party; (b) is required to be is disclosed by law, immediately cease any existing activitiesa governmental or regulatory body or court order; or (c) is obtained by the Receiving Party from a source other than the Disclosing Party, discussions provided that such source was not bound by a duty of confidentiality to the Disclosing Party or negotiations with any parties conducted heretofore another party 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 Agreementinformation.

Additional Covenants. From Guarantor further agrees that Caterpillar ---------------------------------- Financial may, at its sole option, at any time, and after from time to time, without the date hereof consent of or notice to guarantor, or to any other party, and continuing until without incurring any responsibility to Guarantor or to any other party, and without affecting, impairing or releasing the termination obligations of Guarantor under this AgreementGuaranty: (a) discharge or release any party (including, each Stockholder but not limited to, Obligor, secondary obligors of Obligor's indebtedness or any co-guarantor under this Guaranty) who is or may be liable to Caterpillar Financial for Obligor's Indebtedness; (b) sell at public or private sale, exchange, release, impair, surrender, substitute, realize upon or otherwise deal with, in any manner and in any order and upon such terms and conditions as Caterpillar Financial deems best at its uncontrolled discretion, any leased equipment and/or any such collateral listed in the Contract or now or hereafter otherwise directly or indirectly securing repayment of Obligor's indebtedness (all such leased equipment and/or all such collateral shall nothereinafter be referred to as the "Equipment"), nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelyincluding without limitation, the "Representatives"purchase of all or any part of such collateral for Caterpillar Financial's own account; (c) tochange the manner, place or terms of payment and/or available credit (i) solicit including without limitation increase or initiatedecrease in the amount of such payments, available credit or any interest rate adjustments), or encouragechange or extend the time of payment of or renew, directly as often and for such periods as Caterpillar Financial may determine, or indirectly, alter Obligor's Indebtedness or grant any inquiries regarding other indulgence to Obligor and/or any secondary obligors or the submission of, Obligor's Indebtedness or any Alternative Proposalco-guarantor under this Guaranty; (iid) participate in settle or compromise Obligor's Indebtedness with Obligor and/or third party or refuse any discussions or negotiations regarding, or furnish to any Person any information or data offer of performance with respect to, or substitutions for, the Indebtedness; (e) take or accept any other action to knowingly facilitate the making security or guaranty for any or all of any proposal that constitutesObligor's Indebtedness; and/or (f) enter into, deliver, modify, amend or may reasonably, be expected to lead towaive compliance with, any Alternative Proposal; (iii) enter into instrument, agreement or arrangement evidencing, securing or otherwise affecting, all or 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 part 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 AgreementObligor's Indebtedness.

Additional Covenants. From and after (a) Except as required by this Agreement or contemplated by other Transaction Agreements, between the date hereof and continuing until the termination of this AgreementAgreement and the Closing, each Stockholder of the Group Companies shall not, nor (and the Warrantors shall it permit or authorize any cause each of its officers, directors, employees, agents or representatives (collectively, the "Representatives") Group Companies to, ) (i) solicit or initiateconduct its business in the ordinary course consistent with past practice, or encourageas a going concern and in compliance with all applicable Laws and contracts and agreements in material aspects, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions pay or negotiations regardingperform its debts, or furnish to any Person any information or data with respect toTaxes, or take any and other action to knowingly facilitate the making of any proposal that constitutesobligations when due, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect maintain its assets in a condition comparable to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or their current condition, reasonable wear, tear and depreciation excepted, (iv) use reasonable best efforts to preserve intact its current business organizations and keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it, (v) otherwise periodically report to the Investors concerning the status of its business, operations and finance, and (vi) take any action which would make any representation or warranty of the Stockholder in this Agreement untrue or incorrect or preventall actions reasonably necessary, burden or materially delay the consummation of to consummate the transactions contemplated by this Agreement. Upon execution Agreement promptly, including the taking of all reasonable acts necessary to cause all of the conditions precedent of the Investor to be satisfied. (b) Except as required by this Agreement or contemplated by other Transaction Agreements, between the date of this AgreementAgreement and the Closing, each Stockholder shallnone of the Group Companies shall (and the Warrantors shall not permit any of the Group Companies to) (i) take any action that would make any representation and warranty of the Company inaccurate at the Closing, and shall cause its Representatives to(ii) waive, immediately cease release or assign any existing activitiesmaterial right or claim, discussions (iii) take any action that would reasonably be expected to materially impair the value of the Group Companies, (iv) sell, purchase, assign, lease, transfer, pledge, encumber or negotiations with otherwise dispose of any parties conducted heretofore material asset, (v) issue, sell, or grant any equity security unless otherwise pursuant to the Transaction Agreements, (vi) declare, issue, make, or pay any dividend or other distribution with respect to any Equity Security, (vii) incur any indebtedness for borrowed money or capital lease commitments or assume or guarantee any indebtedness of any Person unless otherwise pursuant to the Transaction Agreements, or (viii) authorize, approve or agree to any of the foregoing. Each Stockholder will promptly notify Grifols If at any time before the Closing, any of the existence Warrantors comes to know of any proposalmaterial fact or event which: (1) is in any way materially inconsistent with any of the representations and warranties given by each Warrantor, discussionsubject to any qualification by the Disclosure Schedule, (2) suggests that any material fact warranted may not be as warranted or may be materially misleading, negotiation or (3) might affect the willingness of a reasonable investor in making a prudent decision to purchase the Purchased Shares or inquiry received the amount of consideration which the Investors would be prepared to pay for the Purchased Shares, such Warrantor shall give immediate written notice thereof to the Investors in which event the Investors may within five (5) Business Days of receiving such notice terminate this Agreement by such Stockholder with respect written notice without any penalty whatsoever and without prejudice to an Alternative Proposalany rights that the Investors may have under this Agreement or applicable Law, provided, that, if (i) the event described in (1), (2) or (3) above would not, result or reasonably be expected to result, in a Material Adverse Effect, and (ii) in each Stockholder will promptly communicate to Grifols case such event is curable within reasonable period time, then this Agreement may not be terminated under this Section 7.27. If this Agreement is terminated in the terms event of (1) or (2) above, or in the event of (3) above when such fact or event is caused by the Company, solely in the event of fraud or gross negligence by any such proposalWarrantor, discussioneach Warrantor shall jointly and severally indemnify the Investors against all costs, negotiation or inquiry which it may receive (charges and will promptly provide to Grifols copies of any written materials received expenses incurred by it in connection with such proposalthe negotiation, discussion, negotiation or inquiry) preparation and the identity termination 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 AgreementTransaction Agreements.