0000898822-10-000658 Sample Contracts

APPRAISAL INDEMNITY AGREEMENT

Appraisal Indemnity Agreement • November 5th, 2010 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware

• Contract Type
  Appraisal Indemnity Agreement
• Filed
  November 5th, 2010
• Company
  Talecris Biotherapeutics Holdings Corp.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This Appraisal Indemnity Agreement is made and entered into as of November 4, 2010 (this "Agreement"), by and among Talecris Biotherapeutics Holdings Corp., a Delaware corporation (the "Company"), Grifols, S.A., a company organized under the laws of Spain ("Parent"), and Talecris Holdings, LLC, a Delaware limited liability company (the "Company Stockholder Party") (each, a "Party" and, collectively, the "Parties"), and solely with respect to the provisions of Section 9, Cerberus Capital Management, L.P., a Delaware limited partnership.

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

The Agreement and Plan of Merger • November 5th, 2010 • Talecris Biotherapeutics Holdings Corp. • Pharmaceutical preparations • Delaware

• Contract Type
  The Agreement and Plan of Merger
• Filed
  November 5th, 2010
• Company
  Talecris Biotherapeutics Holdings Corp.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This AMENDMENT NO. 1 (this “Amendment”), dated as of November 4, 2010, to the Agreement and Plan of Merger, dated as of June 6, 2010 (the “Merger Agreement”), by and among GRIFOLS, S.A., a company organized under the laws of Spain (“Parent”), GRIFOLS, INC., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“HoldCo”), and TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (the “Company”).