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

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

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

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

Additional Covenants. From and after 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 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 (a) In the event that Parent desires to consummate a Change of Control prior to the Expiration Date, Parent or its successor, as applicable depending upon the structure of the Change of Control, will cause the Person acquiring Parent to assume Parent’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, Parent 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 $5,000 (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 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 The Company covenants and after agrees with the date hereof Placement Agents that: (a) The Company will timely transmit copies of the Prospectus, and continuing until any amendments or supplements thereto, to the SEC for filing pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. (b) The Company has furnished or will deliver to the Placement Agents and counsel for the Placement Agents, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts. The copies of the Registration Statement and each amendment thereto furnished to the Placement Agents will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T or by Rule 424(b) of the 1933 Rules and Regulations. The Company will promptly notify the Placement Agents of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or preliminary prospectus supplement or of the initiation or threatening of any proceedings for any of such purposes. The Company will use its best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (c) The Company will not file any amendment or supplement to the Registration Statement, the Prospectus (or any other prospectus relating to the Securities 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 this Agreementthe offering of the Securities by the Company if the document would be deemed to be incorporated by reference into the Registration Statement or the Prospectus, each Stockholder of which the Placement Agents shall not, nor not previously have been advised and furnished with a copy or to which the Placement Agents 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 permit shall have received notice thereof of the time when any amendment to the Registration Statement becomes effective or authorize when any supplement to the Prospectus has been filed. (d) During the period when a prospectus relating to any of its officers, directors, employees, agents the Securities is required to be delivered under the 1933 Act by any Placement Agents or representatives (collectivelydealer, the "Representatives"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 Securities during such period in accordance with the provisions hereof and as contemplated by the Prospectus. (e) toIf, during the period when a prospectus relating to any of the Securities is required to be delivered under the 1933 Act by any Placement Agents or dealer, (i) solicit any event relating to or initiateaffecting the Company or of which the Company shall be advised in writing by the Placement Agents shall occur as a result of which, in the opinion of the Company or the Placement Agents, 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 Placement Agents a reasonable number of copies of, such amendment or supplement or other filing that will correct such statement or omission or effect such compliance. (f) During the period when a prospectus relating to any of the Securities is required to be delivered under the 1933 Act by any Placement Agents or dealer, the Company will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Placement Agents 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 its security holders and to holders of the Securities, 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 Registration Statement. (h) During the period when a prospectus relating to any of the Securities is required to be delivered under the 1933 Act by any Placement Agents or dealer, the Company will file promptly 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 and quarterly reports containing financial statements and financial information which may be unaudited. (i) During the period beginning from the date of this Agreement and continuing to and including the date that is 30 days after the Closing Date, the Company will not, without the prior written consent of the Placement Agents, offer for sale, sell or enter into any agreement to sell, or encourageotherwise dispose of, any equity securities of the Company, except for the Securities; provided, however, that the Company may issue, or grant options to purchase, shares of Common Stock pursuant to any employee stock incentive plan existing on the date hereof. (j) The Company will apply the proceeds from the sale of the Securities as set forth in the description under "Use of Proceeds" in the Prospectus, which description complies 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 Securities under the 1933 Act or relating to any documents incorporated by reference into the Registration Statement or the Prospectus which the Company files with the SEC at any time until the expiration of one year from the date of the Prospectus. (l) Prior to the Closing Date, the Company will furnish to you, as soon as they have been prepared, 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 or incorporated therein by reference. (m) Except as required by law, prior to the Closing Date, the Company will issue no press release or other communication, directly or indirectly, and will hold no press conferences with respect to the Company or any inquiries regarding of its subsidiaries, the financial condition, results of operations, business, properties, assets or liabilities of the Company or any of its subsidiaries, or the submission ofoffering of the Securities, without your prior written consent. In the event that any Alternative Proposal; such disclosure is required by law, the Company will promptly notify you of such required disclosure prior to issuing any press release or other communication or holding any press conference, and, to the extent reasonably practicable, the Company will permit you to comment on any press release or other communication. (n) The Company will use its reasonable best efforts to obtain approval for, and maintain the quotation of the Shares and the Investor Warrant Shares on The Nasdaq SmallCap Market. (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 (i) transactions are executed in accordance with management's authorization, (ii) participate in any discussions or negotiations regardingtransactions 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, 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 access to the assets of the Company and its subsidiaries is permitted only in accordance with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or management's authorization, and (iv) take any action which would make any representation or warranty the recorded accounts of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation assets of the transactions contemplated 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, 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 this Agreement. Upon execution the earlier of (i) 9:00 p.m., St. Louis time, on the date of this Agreement, each Stockholder shalland (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2). (q) The Company will execute and shall cause its Representatives to, immediately cease deliver any existing activities, discussions or negotiations with stock purchase agreement reasonably requested by 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 AgreementInvestor.

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 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 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 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 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 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 Gurantor 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 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 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 6.1 The Company covenants and agrees with the Agents that it shall: (a) fulfill all legal requirements to permit the creation, issue, offering and sale of the Offered Securities as contemplated in this Agreement including, without limitation, compliance with the Applicable Securities Laws of the Selling Jurisdictions to enable the Offered Securities to be offered for sale and sold to the FT Purchasers without the necessity of filing a prospectus or offering memorandum but in compliance with the requirements of the LIFE, in the Selling Jurisdictions; (b) prior to the Closing Date, obtain the requisite acceptance or approval of the TSX and NYSE American for: (i) the Offering; and (ii) the conditional listing of the Offered Securities subject only to satisfaction by the Company of customary post-closing conditions imposed by the TSX and NYSE American in similar circumstances (the "Standard Listing Conditions") which the Company agrees to fully satisfy in a timely manner forthwith after the Closing; (c) allow the Agents and their representatives the opportunity to conduct all due diligence which the Agents and their representatives may reasonably require to be conducted prior to the Closing Date and will make available its directors, senior management, technical advisors, audit committee, and legal counsel to conduct such procedures as are reasonably required and to answer the questions of the Agents in a due diligence session to be conducted prior to the Closing Date. The Closing of the Offering shall be conditional upon and subject to the Agents and their representatives being satisfied, in their sole discretion, with their due diligence; (d) during the period prior to the completion of the distribution of the Offered Securities, promptly notify the Agents in writing of: (i) any material change (actual, contemplated or threatened) in the business, affairs, operations, assets or liabilities (contingent or otherwise), financial position or capital or ownership of the Company or proposed ownership of the Company; (ii) any change in any material fact disclosed in the Continuous Disclosure Materials; and (iii) any material fact in respect of the Company or the Material Properties that had not been previously disclosed to the Agents; and in the event any of (d)(i), (ii) or (iii), the Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Agents, acting reasonably, with all applicable filings and other requirements under Applicable Securities Laws as a result of such fact or change. The Company shall in good faith discuss with the Agents any change in circumstances (actual or proposed within the knowledge of the Company) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this subsection and, in any event, prior to making any filing; (e) incur Qualifying Expenditures in an amount equal to the Commitment Amount on or after the Closing Date and on or before the Termination Date in accordance with this Agreement and the Flow-Through Subscription Agreements and agrees to renounce to the purchasers of Flow-Through Shares, with an effective date hereof no later than December 31, 2024, pursuant to subsection 66(12.6) of the Tax Act and continuing until in respect of Qualifying Expenditures incurred by the termination Company in 2025, in conjunction with subsection 66(12.66) of the Tax Act, Qualifying Expenditures incurred by the Company on or after the Closing Date and on or before the Termination Date, in an amount equal to the Commitment Amount; (f) unless required to do so pursuant to subsection 66(12.73) of the Tax Act, not reduce the amount renounced to the purchasers of Flow-Through Shares pursuant to subsection 66(12.6) of the Tax Act. If the Company receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of "assistance" in subsection 66(15) of the Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of reducing the amount of Qualifying Expenditures validly renounced to the purchasers of Flow-Through Shares, the Company will incur additional Qualifying Expenditures using funds from sources other than the Commitment Amount in an amount equal to such assistance, such that the aggregate Qualifying Expenditures renounced to the applicable purchasers of Flow-Through Shares effective no later than December 31, 2024 pursuant to the terms of this AgreementAgreement and the Flow-Through Subscription Agreements will not be less than nor exceed the Commitment Amount; (g) not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualifying Expenditures to the purchasers of Flow-Through Shares in an amount equal to the Commitment Amount; (h) if the Company does not renounce to the purchasers of Flow-Through Shares effective on or before December 31, 2024 Qualifying Expenditures equal to the Commitment Amount, indemnify and hold harmless the purchasers of Flow- Through Shares and each Stockholder of the partners thereof if the purchasers of Flow-Through Shares are a partnership or a limited partnership (for the purposes of this paragraph each an "Indemnified Person") as to, and pay to the Indemnified Person on or before the 20th Business Day following the date the amount is determined but in any event no later than July 1, 2025, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of "excluded obligation" in regulation 6202.1(5) of the Tax Act) payable under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Company to the purchasers of Flow-Through Shares is reduced pursuant to subsection 66(12.73) of the Tax Act, the Company shall notindemnify and hold harmless each Indemnified Person as to, nor and pay to the Indemnified Person on or before the 20th Business Day following the date the amount is determined, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of "excluded obligation" in regulation 6202.1(5) of the Tax Act) payable under the Tax Act (and under the corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies the purchasers of Flow- Through Shares may have against the Company. For certainty, the foregoing indemnity shall it permit have no force or authorize effect and the purchasers of Flow-Through Shares shall not have any recourse or rights of its officersaction to the extent that such indemnity, directorsrecourse, employeesrights or remedies would otherwise cause the Flow-Through Shares to be "prescribed shares" within the meaning of regulation 6202.1 of the Tax Act; (i) file with the CRA, agents within the time prescribed by subsection 66(12.68) of the Tax Act, the forms prescribed for the purposes of such legislation together with a copy of the Flow-Through Subscription Agreements or representatives any "selling instrument" contemplated by such legislation and shall forthwith following such filing provide to the purchasers of Flow-Through Shares a copy of such form certified by an officer of the Company. The Company shall timely file with the CRA and with any applicable provincial tax authority any return required to be filed under Part XII.6 of the Tax Act (or any corresponding provision of applicable provincial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis; (j) deliver to the purchasers of Flow-Through Shares, before March 1, 2025, the relevant Prescribed Forms (including form T101), fully completed and executed, renouncing to the purchasers of Flow-Through Shares, Qualifying Expenditures in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2024, and such delivery shall constitute the authorization of the Company to the purchasers of Flow-Through Shares to file such Prescribed Forms with the relevant taxation authorities; (k) the Company shall incur and renounce Qualifying Expenditures pursuant to the Flow-Through Subscription Agreement and all other agreements with other persons providing for the issue of shares which are "flow-through shares" as defined in subsection 66(15) of the Tax Act entered into by the Company on the Closing Date (collectively, the "RepresentativesOther Agreements") tobefore incurring and renouncing CEE pursuant to any other agreement which the Company may subsequently enter into after the Closing Date with any Person with respect to the issue of Flow-Through Shares. If the Company is required under the Tax Act or otherwise to reduce Qualifying Expenditures previously renounced to the purchasers of Flow-Through Shares pursuant to the Flow-Through Subscription Agreement and unless a particular purchaser of Offered Securities would not be adversely affected or otherwise agrees, the reduction shall be made pro rata by the Commitment Amount of the purchaser of Offered Securities in relation to the aggregate Commitment Amount under this Subscription Agreement and the Other Agreements only after it has first reduced to the extent possible all Qualifying Expenditures renounced to persons (other than the purchasers of Offered Securities) under any agreements relating to shares which are "flow-through shares" as defined in subsection 66(15) of the Tax Act entered into after the Closing Date; (l) upon the Company becoming aware of the fact that an amount purportedly renounced pursuant to the Flow-Through Subscription Agreements exceeds the amount that it is entitled to renounce under the Tax Act, notify the purchasers of Flow-Through Shares and comply with subsection 66(12.73) of the Tax Act, including the filing with the CRA of the statements contemplated therein, a copy of which will be sent concurrently to the purchasers of Flow-Through Shares; (m) not: (i) solicit renounce any Qualifying Expenditures in favour of any person other than the Purchaser and the other Purchasers who participate in the Offering provided for certainty that nothing herein will preclude the Company from issuing additional flow through shares at any time or initiate, from time to time after the Closing Date 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 not enter into any other action agreement which would prevent or restrict its ability to knowingly facilitate renounce Qualifying Expenditures to the making purchasers of Flow-Through Shares in the amount of the Commitment Amount; (n) maintain proper, complete and accurate accounting books and records relating to the Commitment Amount, the Qualifying Expenditures, the amounts renounced to the purchasers of Flow-Through Shares under this Agreement and the Flow- Through Subscription Agreements and all transactions relating to the Qualifying Expenditures. The Company shall retain all such books and records as may be required to support the renunciation of Qualifying Expenditures contemplated by this Agreement and the Flow-Through Subscription Agreements and, upon reasonable notice, shall make such books and records available for inspection and audit by or on behalf of the purchasers of Flow-Through Shares, at the purchaser of such Flow-Through Shares' sole expense; (o) execute and file with the Regulatory Authorities, all forms, notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws, in the time required by the Applicable Securities Laws, including for greater certainty, such Form 45-106F1s as are required pursuant to NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Agents pursuant to the closing conditions set forth herein, as are required to be filed by the Company; (p) use its best efforts to maintain its status as a "reporting issuer" or the equivalent not in default in each of the Canadian Selling jurisdictions for a period of two years from the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a "reporting issuer" so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSX (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted); (q) use its commercially reasonable best efforts to maintain the listing of its Common Shares on the TSX for a period of two years from the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be listed on the TSX (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted) so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSX (or any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted); (r) deliver to the Agents and their legal counsel, as applicable on the Closing Date: (i) such legal opinions of the Company's legal counsel (excluding U.S. legal counsel), addressed to the Agents and their legal counsel and dated as of the Closing Date in form and content acceptable to the Agents, acting reasonably, relating to the matters set forth in Schedule "A" and to such other matters as the Agents may reasonably require (and such counsel may rely upon or arrange for separate deliveries of opinions of local counsel where such counsel deems such reliance or delivery proper as to the laws of any proposal that constitutesjurisdiction other than British Columbia, or Alberta, Ontario and Québec and may rely, as to matters of fact, on certificates of public officials and officers of the Company) relating to the trade and distribution of the Flow-Through Shares and the Additional Flow-Through Shares without restriction, and to such other matters as the Agents may reasonably require; (ii) favourable legal opinions (in customary form) dated as of the Closing Date from counsel to the Company as to title matters in respect of the Eau Claire Project and ▇▇▇▇▇▇▇▇ South Project, in form and substance acceptable to the Agents, acting reasonably, be expected to lead to, any Alternative Proposal; ; (iii) enter into any agreement a favourable legal opinion from the Company's counsel, in form and substance satisfactory to the Agents, regarding each of the Material Subsidiaries, with respect to any Alternative Proposal or approve or resolve the following: (i) the incorporation and existence of each Material Subsidiary under the laws of its jurisdiction of incorporation, (ii) as to approve any Alternative Proposal; or the registered ownership of the issued and outstanding shares of each Material Subsidiary, and (iii) that each Material Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties; (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 certificate of the Company or signed by its Chief Executive Officer and Chief Financial Officer addressed to the Agents and their legal counsel and dated as an officer of the Company Closing Date in form and content acceptable to the Agents, acting at the direction of the Board of Directors of the Company reasonably, certifying for and in such capacity taking any action on behalf of the Company that 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 Date; B. no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the sale or distribution of the Flow- Through Shares or any of the Company's issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; C. the Company is permitted to take under the Merger Agreement.a "reporting issuer"

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.

Additional Covenants. From As a material inducement to Iomai to issue the Shares and after deliver the date hereof Shares to the Voting Trustee, the Voting Trustee acting for the benefit of WRAIR hereby covenants to Iomai and continuing until agrees as follows: (a) Except as otherwise permitted under the termination Development Plan and as necessary to effectuate Article X of this Agreementthe Amended License, each Stockholder shall notthe Voting Trustee acting for and on behalf of WRAIR will not sell, nor shall it permit transfer, assign, pledge, distribute, encumber or authorize any of its officersotherwise dispose of, directors, employees, agents either voluntarily or representatives involuntarily and with or without consideration (collectively, the "Representatives"a “Transfer”) to, any Common Stock (ior any interest therein) 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 Competitor (as defined below) without 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 prior consent of the Board of Directors of Iomai (the Company “Board”). Any Transfer of Common Stock consented to by the Board hereunder shall be in accordance with this Article 4. Any Transfer of Common Stock by the Voting Trustee for and in such capacity taking any action on behalf of WRAIR not permitted by this Article 4 will be void and not recognized by Iomai. The foregoing notwithstanding, neither WRAIR nor the Company Voting Trustee shall be required to seek Board approval with regard to (i) the exercise of WRAIR’s put as contemplated under Section 1 of the Side Letter, (ii) the exercise of its right to liquidate the Escrow Shares pursuant to Sections 2.2(b) and 2.3 of this Agreement after an Event of Default under the Note, or (iii) any Transfer required in the event of a Sale or to exercise any conversion rights under the Note. “Competitor” shall mean: any Person that Directly or Indirectly (as defined below) engages in the Covered Business. “Covered Business” shall mean the business of marketing, producing, manufacturing, selling, licensing or otherwise deriving economic benefit from the means, process, technology, methodology or know-how of delivery of vaccines. “Directly or Indirectly” means as: (x) a principal; (y) an officer, director, employee or agent of another Person; or (z) a direct or indirect partner, direct or indirect shareholder or other direct or indirect equity owner of another Person. In the event that the Company is permitted proposed transferee owns directly or indirectly less than 5% of the outstanding voting or equity interests in any Person that would otherwise cause such proposed transferee to take under be a Competitor, and such proposed transferee would not otherwise be a Competitor, then such ownership shall not constitute an activity on the Merger AgreementCovered Business.

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 a. It shall be a breach of ethical standards for a person to be retained, or to retain a person, to solicit or secure a state contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies maintained by the contractor for the purpose of securing business. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby covenants and after the date hereof and continuing until the termination of agrees that no person shall: (i) be excluded from participation in, or be denied benefits of, this Agreement, each Stockholder shall notor (ii) be excluded from employment, nor shall it permit or authorize denied any of its officersthe benefits of employment or otherwise be subjected to discrimination on the grounds of handicap or disability, directorsage, employeesrace, agents color, religion, sex, national origin or representatives (collectivelyancestry, the "Representatives") or any other classification protected by federal, Arkansas state constitutional, or statutory law. ▇▇▇▇▇▇ agrees to, upon request, show proof of such nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ further agrees to maintain documentation for all charges against OAL under this Agreement or any modifications or amendments thereto. The books, documents, papers, accounting records, and other evidence pertaining to products and/or services to be provided or performed or money received under this Agreement shall be: (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or maintained for a period of five (5) full years from the submission of, any Alternative Proposaldate of the final payment; and (ii) participate subject to audit or inspection at any reasonable time and upon reasonable notice by OAL or its duly appointed representatives. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to make such materials available at its offices, and copies thereof shall be furnished to OAL or its duly appointed representative by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, at no cost to OAL or its duly appointed representative, if requested by OAL or its duly appointed representative. Such records shall be maintained in accordance with any discussions applicable provisions of generally accepted accounting principles (or negotiations regardingother applicable accounting principles or policies) and any other applicable procedures established by OAL from time to time. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and OAL shall be bound to confidentiality of any information that its employees may become aware of during the course of performance of contracted services. Consistent and/or uncorrected breaches of confidentiality may constitute grounds for cancellation of the Contract. ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants that its performance under the Contract will not knowingly infringe any patent, copyright, trademark, service ▇▇▇▇, or furnish to any Person any information or data with respect to, or take other intellectual property rights of any other action to knowingly facilitate person or entity and that it will not constitute the making unauthorized use or disclosure of any proposal trade secret of any other person or entity. e. The parties further agree that constitutesany and all disputes which may arise from this Contract shall be governed and resolved under the OAL Rules for Claims in Contracts or Torts. f. Except as amended by this Second Amendment, 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 other terms and conditions 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 shallincluding but not limited to the Recital, 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 remain 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 effect 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 Agreementset forth therein.

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 Issuer LLC Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Issuer LLC Agreement as in effect on the Closing Date other than in accordance with Article XI thereof; (iv) issue debt of obligations under any agreement other than this Indenture; (v) incur or assume, directly or indirectly, any inquiries regarding indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans); (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the submission ofproceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any Alternative Proposal; of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (iiC) participate except as otherwise contemplated in any discussions or negotiations regardingthis Indenture, or furnish permit the Lien of this Indenture (other than with respect to any Person any information Permitted Liens or data with respect tosuch tax, mechanic’s or other lien) not to constitute a valid first priority security interest in the Trust Estate; (viii) take any other action or fail to knowingly facilitate take any actions which may cause the making Issuer to be (A) taxable as an association pursuant to Section 7701 of any proposal that constitutesthe Code and the corresponding regulations, or may reasonably, be expected (B) a publicly traded partnership taxable as a corporation pursuant to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; Section 7704 of the Code and the corresponding regulations or (ivC) take any action which would make any representation or warranty a taxable mortgage pool pursuant to Section 7701(i) of the Stockholder in this Agreement untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Each Stockholder will promptly notify Grifols of the existence of any proposal, discussion, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation or inquiry) Code and the identity corresponding regulations; or (ix) change the location of its principal place of business or jurisdiction of organization 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 5.8.1 Sellers acknowledge that there is substantial goodwill associated with Company to be acquired by Buyer hereunder and after the date hereof that such goodwill is national and continuing until the termination of this Agreementinternational in scope. Consequently, each Stockholder shall notSeller agrees that, nor shall it permit or authorize any of its officersduring the period commencing on the Closing Date and ending on the third anniversary thereof (the “Restriction Period”), directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourageno Seller shall, directly or indirectly, engage in, or, whether as an officer, director, stockholder, partner, manager, proprietor, associate, employee, representative or otherwise, become or be interested in or associated with any inquiries regarding other person, corporation, firm, partnership or other entity whatsoever which is engaged in, the Business, or any business supplying goods or services to the Business, provided, however, that anything above to the contrary notwithstanding, a Seller may own, as an inactive investor, securities of any competitor entity listed on a national securities exchange, so long as the aggregate holding of any Seller in any one such corporation shall not be more than one percent of any outstanding class of equity securities of such an entity. Sellers further agree that, during the Restriction Period, no Seller shall, directly or indirectly, induce or attempt to induce any of Company’s personnel, who were personnel of Company prior to the Closing Date, to terminate their relationship with, nor shall any Seller induce or attempt to induce any of such personnel to do anything contrary to the best interest of, Company nor shall any Seller hire any of such personnel within one year following the termination of the relationship between Company and such personnel. During the Restriction Period, no Seller shall, directly or indirectly, make known to any person, firm or corporation the names or addresses of any customers of Company or the submission ofBusiness that were customers or active prospects of Company or the Business prior to the Closing or any other information pertaining to them. During the Restriction Period, no Seller shall call on, solicit, take away, or attempt to call on, solicit or take away, any Alternative Proposal; (ii) participate customers of Company or the Business who were customers of Company in any discussions the two years prior to Closing or with whom Company was engaged in active negotiations regardingon the Closing Date, in each case either for such Seller’s own benefit or furnish to any Person any information or data with respect to, or take for the benefit of any other action person, firm, corporation or other entity or induce or attempt to knowingly facilitate induce any of such customers to reduce or terminate their relationship with Company or to change the making terms of any proposal that constitutes, or may reasonably, be expected relationship. Sellers acknowledge that the provisions of this Section 5.8.1 are essential to lead to, any Alternative Proposal; (iii) the goodwill and potential profitability of Buyer and Company and have provided a substantial inducement for Buyer to 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 and to consummate the transactions contemplated hereby, that such provisions are fair and reasonable and reasonably required for the protection of Buyer and Company, that the prohibited activities conform to the Business in the area within which the Business is conducted on the date hereof and that the application of the provisions of this Section 5.8.1 will not involve a substantial hardship upon any Seller’s future business or livelihood. Sellers agree that a violation of the covenants set forth in this Section 5.8.1, or any provision thereof, will cause irreparable injury to Buyer and Company and Buyer and Company shall be entitled, in addition to any other rights and remedies either may have, at law or in equity, to an injunction enjoining and restraining any Seller from doing or continuing to do any such act and any other violations or threatened violations of such covenants or provisions. If any provision of this Section 5.8.1 as applied to any circumstance shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this AgreementSection 5.8.1, the application of such provision in any other circumstances or the validity or enforceability of this Section 5.8.1 in any other jurisdiction. Upon execution If any provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, Sellers agree that the court making such determination shall have the power to reduce the duration or area, or both, of such provision or to delete specific words or phrases (“blue-penciling”) and in its reduced or blue-penciled form such provision shall then be enforceable and shall be enforced. Sellers intend to, and do hereby, confer jurisdiction to enforce the covenants contained in this Section 5.8.1 upon the courts of any state of the United States or of any other governmental jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such states or jurisdictions shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination shall not bar or in any way affect Buyer’s or Company’s right to the relief provided above in the courts of any other state or jurisdiction within the geographical scope of such covenants, as to breaches of such covenants in such other respective states or jurisdictions, the above covenants as they relate to each state or jurisdiction being, for this purpose, severable into diverse and independent covenants. 5.8.2 Sellers acknowledge that the Property includes Confidential Material relating to the Business. For the purposes of this Agreement, each Stockholder shallConfidential Material includes information concerning the Business as currently conducted and plans for the future conduct thereof, including, without limitation, customer lists and files, marketing approaches and plans, methods of doing business, cost and pricing data and strategies, sources of supply, manufacturing techniques and processes, product designs and improvements, terms of license agreements, bidding strategies, competitive conditions, the identity and skills of employees or consultants and all other similar information. Confidential Material also includes all proprietary information, including source code, protocols and other features, whether or not released, of the Product and of other products being developed by the Company. Confidential Material does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Seller or (ii) is provided to a Seller by a third party not known by such Seller to be under any duty of confidentiality to Buyer or Company or (iii) Seller is required to disclose by law, provided that such Seller shall promptly notify Buyer and Company in writing of such requirement, which notification shall specify the nature of the legal requirement and the extent of the required disclosure, and such Seller shall cause cooperate with Buyer and Company to preserve the confidentiality of such information in a manner consistent with complying with the applicable law. Company shall have the sole and exclusive proprietary interest in and to all of its Representatives toConfidential Material and all means of protection of its Confidential Material and all portions thereof from and after the Closing Date. Each Seller shall treat the Confidential Material, immediately cease together with analyses, compilations, studies and other documents or records prepared by him or her which contain or reflect or are generated from such Confidential Material, confidentially in accordance with the provisions of this Agreement. Sellers acknowledge that a portion of the Purchase Price relates to Company’s ownership of the Confidential Material and Company will continue to have substantial proprietary interests and valuable trade secrets in the Confidential Material. Sellers further acknowledge the competitive value and confidential nature of the Confidential Material and the damage that could result to Buyer and Company if information contained therein is utilized by any existing activities, discussions party other than Buyer or negotiations with any parties conducted heretofore with respect Company or disclosed to any third party. Each Seller shall at all times treat the Confidential Material as the valuable proprietary information of Company and shall notify Buyer in writing if such Seller learns of the foregoingunauthorized use or disclosure of the Confidential Material. Each Stockholder Seller shall safeguard the Confidential Material with all due care and in a manner consistent with the manner in which such Seller protects such Seller’s own most valuable proprietary information. Each Seller hereby agrees that such Seller will promptly notify Grifols keep the Confidential Material confidential and not use it for any other purpose, publish it or disclose it to any other party or assist any other person or entity to obtain any benefit from the Confidential Material or to solicit business from or to supply any products or services to any person or entity; provided, however, that any disclosure of such information may be made to which Buyer consents in writing. Sellers further covenant and agree with Buyer that each Seller shall deliver to Buyer on the existence Closing Date all memoranda, contracts, leases, agreements, notes, books, records, reports, manuals or other documents or any copies thereof on any medium whatsoever relating, directly or indirectly, to the Confidential Material that such Seller then has in such Seller’s possession or under such Seller’s control. Each Seller acknowledges that money damages would not be a sufficient remedy for any breach of this Section 5.8.2 by such Seller and that Buyer and Company are entitled to specific performance and injunctive or other equitable relief, as well as monetary damages, as remedies for any breach or threatened breach by such Seller of such Seller’s obligations hereunder. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or in equity to Buyer and Company. Each Seller waives any requirement for the securing or posting 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 bond in connection with any such proposalremedy. 5.8.3 Assistance with Post-Closing SEC Reports and Inquiries. After the Closing Date, discussionthe Sellers shall use their reasonable best efforts to provide such information available to them, negotiation including information, filings, reports, financial statements 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 other circumstances of the Company occurring, reported or filed prior to the Closing, as an officer may be necessary or required for the preparation 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 post-Closing Date reports that the Company Buyer is permitted required to take under file with the Merger AgreementSEC, or filings required to address and resolve matters as may relate to the period prior to the Closing and any SEC comments relating thereto or any SEC inquiry thereof.

Additional Covenants. From The Company covenants and after agrees that it will not declare or pay any dividend or distribution (other than a dividend or distribution in common stock of the date hereof and continuing until Company or other security junior in right of payment to 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"Securities) to, (i) solicit or initiateon, or encourageredeem, directly purchase, acquire or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data make a liquidation payment with respect to, any of its Capital Stock, or take make any guarantee payments with respect to the foregoing (other action than payments under the Parent Guarantee), or repurchase, or cause any of its Subsidiaries to knowingly facilitate repurchase, any securities of the making Company ranking pari passu with or subordinate to the Securities (except on a ratable ---- ----- basis with securities ranking pari passu with the Securities) if at such time ---------- (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) the Company shall be in default with respect to its payment of any proposal that constitutes, obligations under the Parent Guarantee or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into the Company shall have given notice of its selection of an Extension Period as provided herein (which notice shall not have been rescinded) and such period, or any agreement with respect extension thereof, shall have commenced and be continuing. The Company also covenants (i) 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 maintain 100% ownership of the Stockholder in this Agreement untrue or incorrect or preventCommon Securities of ▇▇▇▇▇ Capital; provided, burden or materially delay the consummation however, that any permitted successor of the transactions contemplated by this Agreement. Upon execution Company hereunder may succeed to the Company's ownership of this Agreementsuch Common Securities, each Stockholder shall(ii) not to voluntarily dissolve, and shall cause its Representatives towind-up or terminate ▇▇▇▇▇ Capital, 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 except in connection with such proposal, discussion, negotiation or inquiry) and the identity a distribution of the Person making such proposal Securities to the holders of Preferred Securities in liquidation of ▇▇▇▇▇ Capital or inquiry in connection with certain mergers, consolidations or engaging amalgamations permitted by the Trust Agreement and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement (including, without limitation, the provisions permitting ▇▇▇▇▇ Capital to redeem the Preferred Securities upon the occurrence of a Tax Event as provided in such discussion or negotiation. Nothing in this Section 1.5 shall the Trust Agreement), to cause ▇▇▇▇▇ Capital to remain a business trust and not to be a limitation on any Stockholder or Representative thereof serving classified as an association taxable 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.corporation for United States federal income tax purposes. ARTICLE ELEVEN

Additional Covenants. From and after In the date hereof and continuing until event that at any time this Agreement is in effect or any Loan or Note remains unpaid the termination of this Agreement, each Stockholder Borrower 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 agreement, guarantee, indenture or other instrument governing, relating to, providing for commitments to advance or guaranteeing any Financing (as defined below) or to amend any terms and conditions applicable to any Alternative Proposal Financing, which agreement, guarantee, indenture or approve other instrument includes covenants, warranties, representations, defaults or resolve to approve events of default (or any Alternative Proposal; or (iv) take any action other type of restriction which would make any representation or warranty have the practical effect 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, including, without limitation, any “put” or mandatory prepayment of such debt) or other terms or conditions (other than relating to any matters set forth in Section 2.07) not substantially as, or in addition to those, provided in this Agreement or any other document related hereto, or more favorable to the lender or other counterparty thereunder than those provided in this Agreement or any other document related hereto, the Borrower shall promptly so notify the Agent and the Banks. Each Stockholder will promptly notify Grifols Thereupon, if the Agent shall request by written notice to the Borrower (after a determination has been made by the Majority Banks that any of the existence above referenced documents or instruments contain any provisions which either individually or in the aggregate are more favorable than one of the provisions set forth herein), the Borrower, the Agent and the Banks shall enter into an amendment to this Agreement providing for substantially the same such covenants, warranties, representations, defaults or events of default or other terms or conditions as those provided for in such agreement, guarantee, indenture or other instrument, to the extent required and as may be selected by the Agent, such amendment to remain in effect until any such covenants, warranties, representations, defaults or events of default or other terms or conditions shall no longer be in effect pursuant to such other agreement, guarantee, indenture or other instrument. As used herein, the term “Financing” means (i) any transaction or series of transactions for the incurrence by the Borrower of any proposalindebtedness or for the establishment of a commitment to make advances which would constitute indebtedness of the Borrower, discussionwhich indebtedness is not by its terms subordinate and junior to other indebtedness of the Borrower, negotiation (ii) an obligation incurred in a transaction or inquiry received by such Stockholder with respect series of transactions in which assets of the Borrower are sold and leased back, or (iii) a sale of accounts or other receivables or any interest therein, other than a sale or transfer of accounts or receivables attendant to an Alternative Proposala sale permitted hereunder; provided, and each Stockholder will promptly communicate to Grifols that the terms maturity date of any such proposaltransaction described in clauses (i), discussion, negotiation (ii) or inquiry which it may receive (iii) shall be longer than one year and will promptly provide to Grifols copies the principal amount of any written materials received by it such transaction described in connection with such proposalclauses (i), discussion, negotiation (ii) or inquiry(iii) 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 Agreementleast $25,000,000.

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 Guarantor further agrees that Collateral Agent and/or Holders may, at its/their 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 (other than the termination Company to the extent provided in the Documents as such term is defined in the Purchase Agreement), and without impairing or releasing the obligations of Guarantor under this Agreement: (A) Discharge or release any party (including, each Stockholder shall notbut not limited to, Company or any guarantor under this Agreement) who is or may be liable to Collateral Agent and/or Holders for any of Company's Indebtedness; (B) Sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in any order, any collateral directly or indirectly securing repayment of any of Company's Indebtedness; (C) Change the manner, place or terms of payment, or change or extend the time of payment of or renew, as often and for such periods as Collateral Agent and/or Holders may determine, or after, any of Company's Indebtedness; (D) Settle or compromise any of Company's Indebtedness; (E) Subordinate and/or agree to subordinate the payment of all or any of Company's Indebtedness or Collateral Agent's and/or Holders' security rights in and/or to any collateral directly or indirectly securing any such indebtedness, to the payment and/or security rights of any other present and/or future creditors of Company; (F) Apply any sums paid to any of Company's Indebtedness, with such payments being applied in such priority or with such preferences as Collateral Agent and/or Holders may determine in its/their sole discretion, regardless of what Indebtedness of Company remains unpaid; (G) Take or accept any other security for any or all of Company's Indebtedness; and/or (H) Enter into, deliver, modify, amend or waive compliance with, any instrument or arrangement (other than this Agreement) evidencing, securing or otherwise affecting, all or any part of Company's Indebtedness. In addition, no course of dealing between Collateral Agent and Company, and/or the Holders and Company (or any other guarantor, surety or endorser of Company's Indebtedness), nor any failure or delay on the part of Collateral Agent and/or Holders to exercise any of its/their rights and remedies, or any other agreement or agreements by and between Collateral Agent and Company and/or Holders and Company (or any other guarantor, surety or endorser) shall have the affect of impairing or releasing Guarantor's obligations and liabilities to Collateral Agent and Holders or of waiving any of Collateral Agent's and/or Holders' rights and remedies. Any partial exercise of any rights and remedies granted to Collateral Agent and/or Holders shall furthermore not constitute a waiver of any of Collateral Agent's and/or Holders' other rights and remedies, it permit or authorize being Guarantor's intent and agreement that Collateral Agent's and Holders' rights and remedies shall be cumulative in nature. Guarantor further agrees that, should Company default under any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectlyIndebtedness, any inquiries regarding waiver or forbearance on the submission of, any Alternative Proposal; (ii) participate part of Collateral Agent and/or Holders to pursue the rights and remedies available to Collateral Agent shall be binding upon Collateral Agent and Holders only to the extent that Holders specifically agree to such waiver or forbearance in any discussions writing. A waiver or negotiations regarding, or furnish forbearance on the part of Collateral Agent and/or Holders as to one Event of Default shall not constitute a waiver of forbearance as to any Person any information other Event of Default or data with respect to, or take any other action to knowingly facilitate Default (as defined in 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 Purchase 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 6.1 The Company covenants and after agrees with the date hereof Underwriters that it shall: (a) fulfill all legal requirements to permit the creation, issue, offering and continuing until sale of the termination Offered Securities as contemplated in this Agreement including, without limitation, compliance with the Applicable Securities Laws of this Agreementthe Selling Jurisdictions to enable the Offered Securities to be offered for sale and sold to the Substituted Purchasers without the necessity of filing a prospectus or offering memorandum but in compliance with the requirements of the LIFE, each Stockholder shall notin the Selling Jurisdictions; (b) prior to the Closing Date, nor shall it permit obtain the requisite acceptance or authorize any approval of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, TSX and NYSE American for: (i) solicit or initiate, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative ProposalOffering; and (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty conditional listing of the Stockholder Offered Securities subject only to satisfaction by the Company of customary post-closing conditions imposed by the TSX and NYSE American in this Agreement untrue or incorrect or preventsimilar circumstances (the "Standard Listing Conditions") which the Company agrees to fully satisfy in a timely manner forthwith after the Closing; (c) allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters and their representatives may reasonably require to be conducted prior to the Closing Date and will make available its directors, burden or materially delay senior management, technical advisors, audit committee, and legal counsel to conduct such procedures as are reasonably required and to answer the consummation questions of the transactions contemplated by this AgreementUnderwriters in a due diligence session to be conducted prior to the Closing Date. Upon execution of this Agreement, each Stockholder shall, and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any The Closing of the foregoing. Each Stockholder will Offering shall be conditional upon and subject to the Underwriters and their representatives being satisfied, in their sole discretion, with their due diligence; (d) during the period prior to the completion of the distribution of the Offered Securities, promptly notify Grifols of the existence of Underwriters in writing of: (i) any proposalmaterial change (actual, discussioncontemplated or threatened) in the business, negotiation affairs, operations, assets or inquiry received by such Stockholder with respect to an Alternative Proposalliabilities (contingent or otherwise), and each Stockholder will promptly communicate to Grifols the terms of any such proposal, discussion, negotiation financial position or inquiry which it may receive (and will promptly provide to Grifols copies of any written materials received by it in connection with such proposal, discussion, negotiation capital or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation. Nothing in this Section 1.5 shall be a limitation on any Stockholder or Representative thereof serving as a director ownership of the Company or as an officer proposed ownership of the Company; (ii) any change in any material fact disclosed in the Continuous Disclosure Materials; and (iii) any material fact in respect of the Company acting at or the direction Material Properties that had not been previously disclosed to the Underwriters; and in the event any of (d)(i), (ii) or (iii), the Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Board Underwriters, acting reasonably, with all applicable filings and other requirements under Applicable Securities Laws as a result of Directors such fact or change. The Company shall in good faith discuss with the Underwriters any change in circumstances (actual or proposed within the knowledge of the Company Company) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this subsection and, in any event, prior to making any filing; (e) incur Qualifying Expenditures in an amount equal to the Commitment Amount on or after the Closing Date and on or before the Termination Date in accordance with this Agreement and the Flow-Through Subscription Agreements and agrees to renounce to the purchasers of Flow-Through Shares, with an effective date no later than December 31, 2023, pursuant to subsection 66(12.6) of the Tax Act and in such capacity taking any action on behalf respect of Qualifying Expenditures incurred by the Company in 2023, in conjunction with subsection 66(12.66) of the Tax Act, Qualifying Expenditures incurred by the Company on or after the Closing Date and on or before the Termination Date, in an amount equal to the Commitment Amount; (f) unless required to do so pursuant to subsection 66(12.73) of the Tax Act, not reduce the amount renounced to the purchasers of Flow-Through Shares pursuant to subsection 66(12.6) of the Tax Act. If the Company receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of "assistance" in subsection 66(15) of the Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of reducing the amount of Qualifying Expenditures validly renounced to the purchasers of Flow-Through Shares, the Company will incur additional Qualifying Expenditures using funds from sources other than the Commitment Amount in an amount equal to such assistance, such that the Company is permitted aggregate Qualifying Expenditures renounced to take under the Merger Agreement.applicable purchasers of Flow-Through Shares effective no later than December 31, 2023 pursuant to the terms of this Agreement and the Flow-Through Subscription Agreements will not be less than nor exceed the Commitment Amount;

Additional Covenants. From 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 28 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 acquisition proposal and shall confirm such notice in writing immediately thereafter; (e) To deliver to Wesbanco all Forms filed with the SEC for periods ending after the date of this Agreement 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 approve operations of Commercial or resolve its Subsidiaries, taken as a whole, or any material changes or inaccuracies in data provided to approve Wesbanco pursuant to this Agreement; (g) To maintain in full force and effect its and its Subsidiaries' present fire, casualty, public liability, employee fidelity and other insurance coverages or replacement insurance coverage at substantially the same premium and insurance levels; (h) To cooperate with Wesbanco in furnishing such information concerning the business and affairs of Commercial, its Subsidiaries and their respective directors and officers as is reasonably necessary or requested in order to prepare and file any Alternative Proposal; application for regulatory or (iv) take any action which would make any representation or warranty 29 governmental approvals, including, but not limited to, an application to the Federal Reserve Board and the West Virginia Department of Banking for prior approval of the Stockholder in this Agreement untrue acquisition of Commercial by Wesbanco as contemplated hereunder. Consistent with its fiduciary duties, Commercial will use its best efforts to obtain the approval or incorrect consent of any federal, state or prevent, burden other regulatory agency having jurisdiction and of any other party to the extent that such approvals or materially delay consents are required to effect the consummation of Merger and 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 hereby or negotiations with any parties conducted heretofore are required with respect to the documents described in Section 7.3 hereof; and (i) To cooperate with Wesbanco in furnishing such information concerning the business of Commercial and its Subsidiaries as is reasonably necessary or requested in order to prepare and file 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 Registration 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 prepared in connection with such proposal, discussion, negotiation or inquiry) and the identity issuance of the Person making such proposal or inquiry or engaging Wesbanco Common Stock as provided 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 Agreement13 hereof.

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 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 or engaging in such discussion or negotiation. Nothing in inaction shall not constitute a breach of this Section 1.5 shall be a limitation on 3.03(b) so long as promptly upon written notice thereof by Parent, the Company remedies or cures such breach of or 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 (a) The Corporation will keep or cause to be kept proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Corporation in accordance with IFRS. (b) The Corporation will take all reasonable steps and actions and do all such acts and things as may be required to: (i) maintain (as long as it meets the minimum listing requirements of such institution) the listing and posting for trading of the Initial Debentures, if listed, and the Shares on the TSX, and (ii) maintain its status as a reporting issuer (or the equivalent thereof) in Alberta, British Columbia and Ontario not in default of the requirements of Applicable Securities Legislation. (c) The Corporation shall maintain an office or agency at each place of payment for any Debentures where the Debentures may be presented or surrendered for payment, or for registration of transfer or exchange, and where notices and demands to or upon the Corporation in respect of such Debentures and this Indenture may be served. The Corporation will give prompt written notice to the Trustee of the location, and any change in the location, of any such office 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, such presentations, surrenders, notices and demands may be made or served at the Designated Office 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 date hereof end of each fiscal year of the Corporation (and continuing until at any other reasonable time upon demand by the termination Trustee) an Officer’s Certificate stating that the Corporation has complied with, in all material respects, all requirements of the Corporation contained in this AgreementIndenture that, each Stockholder 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 not, nor shall it permit or authorize any of its officers, directors, employees, agents or representatives (collectivelyhave occurred, the "Representatives"certificate shall describe the nature and particulars of the Event of Default and its current status and steps taken or proposed to be taken to eliminate such circumstances and remedy such Event of Default, as the case may be. (e) toThe 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 Section 4.6(c) and Section 4.10(c) including, without limitation, make application for any order, ruling, registration or filing or give any notice required under Applicable Securities Legislation. (f) The Corporation shall not declare or pay any cash distribution on any Shares at any time after the occurrence of an Event of Default caused by the failure to pay interest on the Debentures when due and until such Event of Default has been cured or waived. (g) Notwithstanding anything herein contained to the contrary, (i) solicit all payments in excess of $25 million in Canadian dollars (or initiate, or encourage, directly or indirectly, any inquiries regarding or such other amount as determined from time to time by the submission of, any Alternative ProposalCanadian Payments Association) shall be made by the use of the LVTS; and (ii) participate in any discussions or negotiations regardingthe event that payment must be made to CDS Clearing and Depository Services Inc., or furnish the Corporation shall remit payment 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 Trustee 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 AgreementLVTS.

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

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

Additional Covenants. From and after 21.1Non-Competition; Non-Solicitation. ​ ​ (a) Except for performance of a Member or its Affiliates under the date hereof and continuing until the termination of this Collaboration Agreement, each Stockholder shall notMember hereby agrees that, nor shall for so long as it permit or authorize any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encouragePermitted Transferee, directly or indirectly, owns any inquiries regarding Shares and for a period of [***] thereafter (the “Restricted Period”), such Member shall not (and it shall cause its Affiliates not to) [***]; provided, that nothing in this Section ‎21.1(a) shall prohibit such Member or any of its Affiliates from acquiring or owning, directly or indirectly: (i) up to five percent (5%) of the submission of, aggregate voting securities of any Alternative ProposalCompetitor that is a publicly traded Person; or (ii) participate up to five percent (5%) of the aggregate voting securities of any Competitor that is not a publicly traded Person, so long as such interest is passive and neither such Member nor any of its Affiliates, directly or indirectly, designates a member of the board of directors (or similar body) of such Competitor or its Affiliates or otherwise has an active role in the management or governance of such Person. (b) In light of each Member’s access to Confidential Information and position of trust and confidence with the Company, each Member further agrees that, during the Restricted Period, it shall not, directly or indirectly through one or more of any discussions of its Affiliates, hire or negotiations regardingsolicit, or furnish encourage any other Person to hire or solicit, any Person individual who has been employed by the Company or any information of its Subsidiaries within [***] prior to the date of such hiring or data with respect tosolicitation, or take encourage any other action such individual to knowingly facilitate the making of leave such employment. This Section ‎21.1(b) shall not prevent a Member or its controlled Affiliates from hiring or soliciting any proposal that constitutes, employee 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 former employee of the Stockholder in this Agreement untrue Company or incorrect or prevent, burden or materially delay the consummation any of the transactions contemplated by this Agreement. Upon execution its Subsidiaries who responds to a general solicitation that is a public solicitation of this Agreement, each Stockholder shall, prospective employees and shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect not directed specifically to any of the foregoing. Each Stockholder will promptly notify Grifols Company’s or its Subsidiary’s employees. (c) In light of each Member’s access to Confidential Information and position of trust and confidence with the existence Company, each Member further agrees that, during the Restricted Period, it shall not, directly or indirectly through one or more of any proposalof its Affiliates, discussionsolicit or entice, negotiation or inquiry received by such Stockholder with respect attempt to an Alternative Proposalsolicit or entice, and each Stockholder will promptly communicate to Grifols the terms of any such proposalclients, discussioncustomers, 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 suppliers of the Company or as an officer any of its Subsidiaries for purposes of diverting their business or services from the Company acting at or any of its Subsidiaries. (d) Each Member acknowledges and agrees that a breach or threatened breach of this Section would give rise to irreparable harm to the direction other Member and the Company or any of its Subsidiaries, for which monetary damages would not be an adequate remedy, and hereby agrees that in the Board event of Directors a breach or a threatened breach by such Member of any such obligations, the other Member and the Company and each of its Subsidiaries shall, in addition to any and all other rights and remedies that may be available to it in respect of such capacity taking breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, as well as an equitable account of all earnings, profits, and other benefits arising from any action on behalf such breach, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) Each Member acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the Members’ legitimate interests and constitute a material ​ ​ inducement to the other Member to enter into this Agreement and consummate the transactions contemplated hereby. If any court of competent jurisdiction determines that any of the Company covenants set forth in this Section, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to modify any such unenforceable provision in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Section, or by making such other modifications as it deems warranted to carry out the intent and agreement of the Parties, as embodied herein, to the maximum extent permitted by applicable law. The Parties hereto expressly agree that this Agreement as so modified by the Company is permitted to take under the Merger Agreementcourt shall be binding on and enforceable against each of them.

Additional Covenants. From Section 7.01 CONFIDENTIALITY. (a) Nestle and after the date hereof Company (each, a "DISCLOSING PARTY") understand and continuing until acknowledge that it will, throughout the termination term of this Agreement, each Stockholder shall notprovide and have provided, nor shall it permit prior to the date of this Agreement and pursuant to a Confidentiality Agreement, dated June 6, 2002, by and between Dreyers and Nestle, certain information of a confidential nature to the other party (the "RECEIVING PARTY"). Each Receiving Party agrees that, without the prior written consent of the Disclosing Party, any information relating to the Disclosing Party or authorize any of its Affiliates provided to the Receiving Party or persons nominated by a Receiving Party to the Board, in connection with or in furtherance of this Agreement or under the above-mentioned confidentiality agreement, which is either confidential, proprietary, or otherwise not generally available to the public (in each party's case, the "CONFIDENTIAL INFORMATION") will be used (A) by Nestle and its Affiliates, (i) for the purposes of evaluating their investment in the Company, facilitating the operation and oversight of the Company's business and ensuring compliance with the approval rights set forth in Section 3.1(b) of the By-Laws of the Company, (ii) for assurances of quality control by the Company, (iii) in connection with Nestle and its Affiliates tax, stock exchange, financial and other reporting obligations, and (iv) for Nestle and its Affiliates strategic considerations and other long-term planning goals pertaining to the Company and (B) by the Company, solely for the purposes consented to by Nestle, and will be kept confidential by the Receiving Party, its Affiliates and their respective directors, officers, directors, employees, agents or and other representatives (collectively"REPRESENTATIVES"), using the "Representatives") tosame standard of care in safeguarding the Confidential Information as the Receiving Party employs in protecting its own proprietary information which the Receiving Party desires not to disseminate or publish, and will not be disclosed to any Person, except as otherwise set forth above and except to the extent required by any legal or governmental process or otherwise by foreign or domestic law, including any regulatory agency having authority to examine such Confidential Information or any portion thereof. The term Confidential Information does not include information which (i) solicit is or initiatebecomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party or its Representatives, or encourage, directly or indirectly, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate in any discussions was within the Receiving Party's possession prior to its being furnished to it by or negotiations regarding, or furnish to any Person any information or data with respect to, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably, be expected to lead to, any Alternative Proposal; (iii) enter into any agreement with respect to any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty 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 Disclosing Party, or (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives; in either case (ii) or (iii) above, PROVIDED THAT such source was not known by the Receiving Party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information. It is understood (i) that such Affiliates and Representatives shall be informed by the Receiving Party of the confidential nature of the Confidential Information, (ii) that such Affiliates and Representatives shall be bound by the provisions of this Section 7.01 as a condition of receiving the Confidential Information and (iii) that, in any event, the Receiving Party shall be responsible for any breach of this Agreement by any of its Affiliates or Representatives. (b) If a Receiving Party or any of its Representatives are requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose the Disclosing Party's Confidential Information, the Receiving Party will, as soon as practicable, notify the Disclosing Party of such request or requirement so that the Company Disclosing Party may seek an appropriate protective order. If, in the absence of a protective order, the Receiving Party, its Affiliates or any of their respective Representatives are, in the opinion of the Receiving Party's counsel, compelled to disclose the Disclosing Party's Confidential Information or else stand liable for contempt or suffer other censure or significant penalty, the Receiving Party or its Affiliates may disclose only such of the Disclosing Party's Confidential Information to the party compelling disclosure as is permitted required by law. The Receiving Party and its Affiliates shall not be liable for the disclosure of the Disclosing Party's Confidential Information pursuant to take under the Merger Agreementpreceding sentence. The Receiving Party and its Affiliates will, at the Disclosing Party's expense, cooperate with the Disclosing Party's reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Disclosing Party's Confidential Information.

Additional Covenants. From and after (a) During the date hereof and continuing until two (2) year period following the termination of this AgreementInitial Closing, each Stockholder shall Seller will not, nor shall it and will not permit or authorize any of its officersAffiliates to, directorsdirectly or indirectly, employees(i) induce or knowingly encourage any Transferred Employees (other than Transferred Employees with total annual compensation of less than fifty thousand dollars ($50,000)) to leave the employment of the applicable Purchaser or any of its Affiliates or (ii) solicit for employment or hire any Transferred Employee; provided that the foregoing clauses (i) and (ii) shall not preclude Seller or any of its Affiliates from (A) making general solicitations not specifically directed toward any Transferred Employee (or hiring any Transferred Employee who responds to such general solicitations), agents or representatives (collectivelyB) soliciting or hiring a Transferred Employee whose employment with the Business has ceased at least nine (9) months prior to such solicitation or hiring. (b) During the eighteen (18)-month period following the Initial Closing, the "Representatives") Seller will not, and will not permit any of its Subsidiaries to, (i) solicit directly develop, offer or initiatesell products, render services, engage, or encouragehave an interest in (including as a founder, shareholder, member, manager, operator, partner, owner, consultant, advisor, or in any similar capacity), the Competitive Business, or (ii) intentionally interfere with any actual or prospective client, customer, supplier or licensor of a Purchaser in respect of the Competitive Business, or otherwise intentionally cause, induce or encourage any actual or prospective client, customer, supplier or licensor of a Purchaser in respect of the Competitive Business to terminate or adversely modify any such relationship. (c) During the eighteen (18)-month period following the Initial Closing, Seller will not, and will not permit any of its Subsidiaries to, directly or indirectly, intentionally recruit or solicit any inquiries regarding customer or supplier of the submission ofBusiness with respect to the Competitive Business for the purposes of having any such customer or supplier terminate or otherwise adversely change its relationship with the applicable Purchaser or Affiliates. (d) Seller acknowledges that the covenants contained in this Section 4.06 are reasonable and necessary to protect the legitimate interests of the Purchasers, are a material and substantial part of the Transactions and are entered into in connection with, and as an inducement to, the Transactions. In the event that any covenant contained in this Section 4.06 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 4.06 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. (e) In the event of any breach or threatened breach by Seller of any provision of this Section 4.06, the applicable Purchaser (and, in the case of ABG Purchaser, any Alternative Proposal; current, former or future operating partner of ABG Purchaser that would be adversely affected by such breach) shall be entitled to seek injunctive or other equitable relief (without being required to post any bond or security of any type), restraining such party from engaging in conduct that would constitute a breach of the obligations of Seller under this Section 4.06. Notwithstanding anything in this Agreement to the contrary, such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of Losses. (f) For purposes of this Section 4.06, “Competitive Business” means sales and/or distribution of licensed sports apparel and products. For the avoidance of doubt, nothing contained in this Section 4.06 shall limit or restrict Seller or its affiliates from (i) engaging in any sales of printable blank apparel, innerwear or accessory products to third parties (including sales to third parties or resellers that may be engaged in a Competitive Business) or conducting business with agents, suppliers, service providers and customers with respect thereto or (ii) participate continuing to engage 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) Australia Business and the identity Japan Business until the Australia Business or the Japan Business (as applicable) are transferred to ABG Purchaser or one or more 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 Agreementits operating partners.

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

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

Additional Covenants. From 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 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 Guarantor further agrees that Lender 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 (other than the termination Borrower to the extent provided in the Loan Documents as such term is defined in the Credit Agreement), and without impairing or releasing the obligations of Guarantor under this Agreement (A) Discharge or release any party (including, each Stockholder shall notbut not limited to, Borrower or any guarantor under this Agreement) who is or may be liable to Lender for any of Borrower's Indebtedness; (B) Sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in any order, any collateral directly or indirectly securing repayment of any of Borrower's Indebtedness; (C) Change the manner, place or terms of payment, or change or extend the time of payment of or renew, as often and for such periods as Lender may determine, or after, any of Borrower's Indebtedness; (D) Settle or compromise any of Borrower's Indebtedness; (E) Subordinate and/or agree to subordinate the payment of all or any of Borrower's Indebtedness or Lender's security rights in and/or to any collateral directly or indirectly securing any such indebtedness, to the payment and/or security rights of any other present and/or future creditors of Borrower; (F) Apply any sums paid to any of Borrower's Indebtedness, with such payments being applied in such priority or with such preferences as Lender may determine in its sole discretion, regardless of what Indebtedness of Borrower remains unpaid; (G) Take or accept any other security for any or all of Borrower's Indebtedness; and/or (H) Enter into, deliver, modify, amend or waive compliance with, any instrument or arrangement (other than this Agreement) evidencing, securing or otherwise affecting, all or any part of Borrower's Indebtedness. In addition, no course of dealing between Lender and Borrower (or any other guarantor, surety or endorser of Borrower's Indebtedness), nor any failure or delay on the part of Lender to exercise any of Lender's rights and remedies, or any other agreement or agreements by and between Lender and Borrower (or any other guarantor, surety or endorser) shall have the affect of impairing or releasing Guarantor's obligations and liabilities to Lender or of waiving any of Lender's rights and remedies. Any partial exercise of any rights and remedies granted to Lender shall furthermore not constitute a waiver of any of Lender's other rights and remedies, it permit or authorize being Guarantor's intent and agreement that Lender's rights and remedies shall be cumulative in nature. Guarantor further agrees that, should Borrower default under any of its officers, directors, employees, agents or representatives (collectively, the "Representatives") to, (i) solicit or initiate, or encourage, directly or indirectlyIndebtedness, any inquiries regarding waiver or forbearance on the submission of, any Alternative Proposal; (ii) participate part of Lender to pursue the rights and remedies available to Lender shall be binding upon Lender only to the extent that Lender specifically agree to such waiver or forbearance in any discussions writing. A waiver or negotiations regarding, or furnish forbearance on the part of Lender as to one event of default shall not constitute a waiver of forbearance as 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 Agreementdefault.

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

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

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

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

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

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

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

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

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

Additional Covenants. From (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 and (a) Parent shall use Commercially Reasonable Efforts to achieve the Milestone prior to the Milestone Outside Date. (b) In the event that Parent enters into an agreement to consummate a Change of Control 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, Closing Date but before (i) solicit or initiateif a Milestone has been achieved, payment of the amount required by Section 2.4 to the Holders, or encourage(ii) if a Milestone has not yet been achieved, the Milestone Outside Date, then in either case Parent shall cause the acquirer to assume Parent’s obligations, duties and covenants under this Agreement upon the consummation of such Change of Control to the extent not so assumed by operation of law; provided, that such assumption shall not release Parent from any obligations, duties or covenants under this Agreement. (c) If, prior to the earlier to occur of (i) a Milestone being achieved and (ii) the Milestone Outside Date, Parent or its applicable Affiliates, directly or indirectly, by a sale, merger, joint venture, exclusive license or any inquiries regarding similar transaction or the submission ofarrangement, any Alternative Proposal; sell, transfer, convey or otherwise dispose of a material portion or all of their respective rights (iiincluding Company Intellectual Property Rights with respect thereto) participate in any discussions or negotiations regarding, or furnish and to any Person Existing Product to a third party (other than Parent or any information or data with respect toof its Affiliates) (each, or take any other action a “Product Transfer” and “Product Transferee”, as applicable), the Product Transferee shall be deemed 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 Selling Entity hereunder with respect to any Alternative Proposal or approve or resolve such Existing Product and the definitive agreement for such transaction shall require such Product Transferee to approve any Alternative Proposal; or (iv) take any action which would make any representation or warranty provide such information to Parent as is necessary to enable the determination of the Stockholder in Net Sales arising from the Product Transferee for each Calendar Year until the Milestone Outside Date; provided, that this Agreement untrue or incorrect or preventSection 4.2(c) shall not be applicable to a Change of Control. For clarity, burden or materially delay the consummation of the transactions contemplated by this Agreement. Upon execution of this Agreement, each Stockholder shall, and foregoing shall cause its Representatives to, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore not apply with respect to sales of inventory or the use by Parent or any of its Affiliates of contract research organizations, contract manufacturing organizations, contract sales organizations, subcontractors, distributors and marketers in the foregoing. Each Stockholder will promptly notify Grifols ordinary course of the existence of any proposalbusiness to perform research, discussiondevelopment, negotiation or inquiry received by such Stockholder with respect to an Alternative Proposalmanufacturing, commercialization, marketing 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 similar activities on behalf of the Company that the Company is permitted to take under the Merger AgreementParent or any of its Affiliates.

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

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

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

Additional Covenants. From During the Executive's employment under this -------------------- Agreement, except as otherwise consented to or approved by the Executive and after SPI: (1) the date hereof Board will be comprised of seven members, three to be designated by the Executive, three to be designated by SPI (the "SPI directors") and continuing until one, who shall be an employee of Bayer Corporation or any of its affiliates (other than SPI and its subsidiaries), to be designated by SPI, subject to the termination approval thereof by the Executive, which approval shall not be unreasonably withheld (the "Bayer director"); (2) the consent or approval of at least one of the SPI directors shall be required prior to the Company taking any extraordinary corporate actions, which, for purposes of this Agreement, each Stockholder shall notinclude, nor shall it permit without limitation, financings; purchases or authorize sales of assets not in the ordinary course of business; issuances of securities; providing compensation, perquisites or benefits beyond levels customary in the multisource industry; actions with respect to the certificate of incorporation or by-laws; reorganizations, recapitalizations and business combinations; encumbering of assets; and actions that could result in a violation of agreements relating to indebtedness of SPI or (with the additional consent or approval of the Bayer director) agreements between SPI (or any of its officers, affiliates) and Bayer Corporation (or any of its affiliates); (3) after consultation with the other directors, employeesthe SPI directors shall be entitled to authorize and approve, 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 as actions of the Stockholder in this Agreement untrue or incorrect or preventBoard, burden or materially delay corporate actions not inconsistent with the consummation of the transactions contemplated by this Agreement. Upon execution provisions of this Agreementparagraph 5, each Stockholder shallincluding, without limitation, financings; issuances of securities; and shall cause its Representatives toencumbering of assets; (b) the Executive, 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 having been elected a director of SPI effective upon the Acquisition Date, shall be included in the slate of SPI's management nominees for re-election as a director; (c) neither the Company's name nor logo shall be modified in any way, and the Company or as an officer may continue to use its name and logo on product labelling and the like; (d) the headquarters of the Company acting shall remain in Cherry Hill, New Jersey; (e) the Company shall not be required to sell products to or manufacture products for SPI or any SPI affiliate on terms less favorable to the Company than those the Company provides to unaffiliated customers for similar purchase quantities; and (f) the Company shall have funds made available to it to the extent of "Available Cash", which shall equal: cash on hand at the direction of Company at the Board of Directors Acquisition Date, plus out-of-pocket transaction costs of the Company paid in ---- connection with the acquisition referred to in paragraph l(a), plus 50% of ---- Operating Cash Flow (i.e., net income (after taxes, calculated on a stand-alone ---- basis) plus depreciation plus amortization plus/less working capital ---- ---- --------- decreases/increases less capital expenditures), plus interest income (at 30-day ---- ---- LIBOR), less interest expense (at SPI's cost of funds), but only in respect of ---- borrowings outstanding when Available Cash is negative, less 50% of negative ---- Operating Cash Flow, to the extent of Available Cash, and in such capacity taking any action on behalf thereafter 100% of the Company that the Company is permitted to take under the Merger Agreementnegative Operating Cash Flow.

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 5.1 The Corporation covenants and after agrees with the date hereof Underwriters that it shall: (a) file with the Exchanges all required documents and continuing until pay all required filing fees, and do all things required by the termination rules and policies of this Agreementthe Exchanges, in order to obtain the acceptance of the Exchanges for the Offering prior to the Closing Date; (b) with respect to the filing of the Prospectuses as contemplated herein, fulfil all legal requirements required to be fulfilled by the Corporation in connection therewith, in each Stockholder shall notcase in form and substance satisfactory to the Underwriters as evidenced by the Underwriters' execution of the certificates attached thereto; (c) prior to the filing of the Final Prospectus, nor shall it permit or authorize any of its officersallow the Underwriters to review the Prospectuses and conduct all due diligence which the Underwriters may reasonably require in order to fulfil their obligations as statutory underwriters and in order to enable them to execute, directors, employees, agents or representatives (collectivelyacting prudently and responsibly, the "Representatives"certificates required to be executed by the Underwriters in such documents, including, without limitation, all corporate and operating records, financial information (including budgets), copies of the financial statements to be incorporated by reference in the Prospectuses and access to key officers of the Corporation; (d) toduring the period prior to the completion of the Offering, promptly notify the Underwriters in writing of any material change (actual or proposed) in the business, affairs, operations, assets or liabilities (contingent or otherwise) or capital of the Corporation, taken as a whole, or of any change which is of such a nature as to result in a misrepresentation in either of the Prospectuses or any amendment thereto and: (i) solicit or initiatethe Corporation shall, or encouragewithin any applicable time limitation, directly or indirectlycomply with all filing and other requirements under the Applicable Securities Laws of the Qualifying Jurisdictions, and with the rules of the Exchanges, applicable to the Corporation as a result of any inquiries regarding or the submission of, any Alternative Proposal; such change; (ii) participate however, notwithstanding the foregoing, the Corporation shall not file any amendment to the Prospectuses or any other material supplementary to the Prospectuses (all such amendments and material being the "Supplementary Material") without first obtaining the approval of the Underwriters as to the form and content thereof, which approval shall not be unreasonably withheld and shall be provided on a timely basis; and, in addition to the foregoing, the Corporation shall, in good faith, discuss with the Underwriters any change in circumstances (actual or proposed) which is of such a nature that there is or ought to be consideration given by the Corporation as to whether notice in writing of such change need be given to the Underwriters pursuant to this subparagraph; (e) deliver to the Underwriters duly executed copies of any Supplementary Material required to be filed by the Corporation in accordance with subparagraph (d) above and, if any financial or accounting information is contained in any discussions or negotiations regardingof the Supplementary Material, or furnish an additional Comfort Letter to that required by subparagraph (k) below; (f) from time to time and without charge to the Underwriters, deliver to the Underwriters as many copies of each of the Prospectuses and any Person amendments thereto, if any, as the Underwriters may reasonably request, and such delivery will constitute the Corporation's consent to the Underwriters' use of such documents in connection with the Offering; (g) by the act of having delivered each of the Prospectuses and any amendments thereto to the Underwriters, have represented and warranted to the Underwriters that all material information or data and statements (except information and statements relating solely to the Underwriters) contained in such documents, at the respective dates of initial delivery thereof, comply with respect tothe Applicable Securities Laws of the Qualifying Jurisdictions and are true and correct in all material respects, or take any other action and that such documents, at such dates, contain no misrepresentation and together constitute full, true and plain disclosure of all material facts relating to knowingly facilitate the making Corporation as required by the Applicable Securities Laws of any proposal that constitutesthe Qualifying Jurisdictions; (h) prior to the Time of Closing, or may fulfil to the satisfaction of the Underwriters all legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by the Corporation to enable the Units and the Additional Units to be distributed free of trade restrictions in the Qualifying Jurisdictions, subject only to the requirements of Applicable Securities Laws; (i) use its best efforts to maintain its status as a "reporting issuer" not in default in each of the Qualifying Jurisdictions for a period of three years from the Closing Date; (j) use its best efforts to maintain its listing of its common shares on the Exchanges and the listing of the Warrants on the TSX for a period of three years from the Closing Date; (k) deliver to the Underwriters: (i) at the time of execution of the Final Prospectus by the Underwriters, a comfort letter (the "Comfort Letter") of the Corporation's auditors addressed to the Underwriters and to the directors of the Corporation and dated as of the date of the Final Prospectus, in form and content acceptable to the Underwriters, acting reasonably, be expected relating to lead tothe verification of the financial information and accounting data contained in the Final Prospectus and to such other matters as the Underwriters may reasonably require; (ii) at the Time of Closing, any Alternative Proposal; such legal opinions (the "Legal Opinions") of the Corporation's various legal counsel (excluding U.S. legal counsel), addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters, acting reasonably, relating to the Final Prospectus, the trade and distribution of the Units and the Additional Units without restriction, and to such other matters as the Underwriters may reasonably require; (iii) enter into at the Time of Closing, if any Units or Additional Units are being sold to U.S. Substituted Purchasers, a legal opinion of the Corporation's U.S. legal counsel (the "U.S. Legal Opinion"), addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters, acting reasonably, to the effect that the offer and sale of the Units and any Additional Units to the U.S. Substituted Purchasers is not required to be registered under the United States Securities Act of 1933, as amended; (iv) at the time of Closing, (A) updated legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ TourJ, Mali counsel to the Corporation, addressed to the Underwriters and their legal counsel and dated on or about the Closing Date, in form and content acceptable to the Underwriters, acting reasonably, relating to the Tambaoura Mining S.A. and Segala Mining Corporation S.A. and the matters set out in such counsel’s opinion dated June 22, 2005 (the "Mali Opinion"); (B) updated legal opinion of Hampton ▇▇▇▇▇▇▇▇, Barbados counsel to the Corporation, addressed to the Underwriters and their legal counsel and dated on or about the Closing Date, in the form and content acceptable to the Underwriters, acting reasonably, relating to the Corporation's subsidiaries and the matters set out in such counsel's opinion dated June 28, 2005 (the "Barbados Opinion"); and (C) letter from Ministry of Energy and Mines, Department of Mines, of the State of Eritrea dated on or about the Closing Date confirming the ownership of the Corporation of the Bisha property under the license agreement signed between the Corporation and such Ministry on June 22, 1999 and the good standing of the related exploration license (the "Eritrea Letter"); (v) at the Time of Closing, a certificate (the "Officers' Certificate") of the Corporation by its Chief Executive Officer and Chief Financial Officer, addressed to the Underwriters and their legal counsel and dated as of the Closing Date, in form and content acceptable to the Underwriters, acting reasonably, relating to the content of the Final Prospectus, ownership of the Corporation's material mineral properties and surface rights overlying such properties, and to the trade and distribution of the Units and the Additional Units and to such other matters as the Underwriters may reasonably require, including without limitation, with respect to the resolutions of the board of the Corporation relating to the Offering and the incumbency and specimen signatures of signing officers; (vi) at the Time of Closing, 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; (l) from and including the date of this Agreement through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement or any Alternative Proposal certificates or approve documents delivered by it pursuant to this Agreement remain materially true and correct and not do any such act or resolve to approve any Alternative Proposal; or (iv) take any action which thing that would make render any representation or warranty of the Stockholder Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect incorrect; and (m) during the period commencing on the Closing Date and ending on the date which is 90 days following the Closing Date, not issue or prevent, burden announce the issuance of any common shares or materially delay any securities convertible into or exchangeable for or exercisable to acquire common shares without the consummation prior consent of the transactions Lead Underwriter, such consent not to be unreasonably withheld, other than pursuant to: (i) currently outstanding rights (including securities contemplated by this Agreement. Upon execution of this Agreementthe Offering), each Stockholder shallor agreements, including options, warrants and shall cause its Representatives toother convertible securities and any rights which have been granted or issued, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect subject to any necessary regulatory approval, or (ii) the Corporation's stock option plan. 5.2 Each of the foregoing. Each Stockholder will promptly notify Grifols of Underwriters covenants and agrees with the existence of any proposalCorporation that it shall: (a) fulfil all legal requirements (including, discussionwithout limitation, negotiation or inquiry received by such Stockholder compliance with respect Applicable Securities Laws) 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 be fulfilled by it in connection with such proposalthe Offering in the Qualifying Jurisdictions and in the United States; (b) upon being satisfied, discussionacting reasonably, negotiation or inquiry) that each of the Prospectuses and any amendments thereto is in a form satisfactory for filing with the Commissions, execute each of the Prospectuses and any amendments thereto, as the case may be, presented to the Underwriters for execution, and the identity Underwriters will use their reasonable best efforts to assist the Corporation in obtaining the requisite approvals of the Person making Regulatory Authorities in connection with the preparation and filing of such proposal or inquiry or engaging documents; and (c) execute all such other documents and materials as may reasonably be required and as are customary in such discussion or negotiation. Nothing in a transaction of this Section 1.5 shall be a nature, including without limitation on any Stockholder or Representative thereof serving the Underwriters Certificate attached 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 Exhibit A to take under the Merger Schedule "A" to this Agreement.

Additional Covenants. From and after Section 5.1. Preparation of the Proxy Statement; Stockholders' Meeting; ---------------------------------------------------------- Partners' Consents. ------------------ (a) As soon as practicable following the date hereof and continuing until the termination of this Agreement, each Stockholder ▇▇▇▇▇▇▇ shall notprepare and file with the SEC a preliminary Proxy Statement, nor in form and substance reasonably satisfactory to Heritage, with indication of such satisfaction not to be unreasonably withheld or delayed. Each of ▇▇▇▇▇▇▇ and Heritage shall it permit use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC for mailing to the ▇▇▇▇▇▇▇ stockholders as promptly as practicable after such filing. ▇▇▇▇▇▇▇ will notify Heritage promptly following the receipt by ▇▇▇▇▇▇▇ of any comments from the SEC and of any request by the SEC for amendments or authorize supplements to the Proxy Statement or for additional information and will supply Heritage with copies of all correspondence between ▇▇▇▇▇▇▇ or any of its officers, directors, employees, agents representatives and the SEC with respect to the Proxy Statement. The Proxy Statement shall comply in all material respects with all applicable requirements of the Law. ▇▇▇▇▇▇▇ shall agree to date the Proxy Statement as of the approximate date of mailing to its stockholders and shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date. Whenever any event occurs which is required to be set forth in an amendment or representatives (collectively, supplement to the "Representatives") toProxy Statement, (i) solicit Heritage or initiate▇▇▇▇▇▇▇, or encourageas the case may be, directly or indirectlyshall promptly inform the other of such occurrences, any inquiries regarding or the submission of, any Alternative Proposal; (ii) participate ▇▇▇▇▇▇▇ shall prepare and file with the SEC any such amendment or supplement to the Proxy Statement, in any discussions a form reasonably satisfactory to Heritage, with indication of such satisfaction not to be unreasonably withheld or negotiations regardingdelayed, 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 each of ▇▇▇▇▇▇▇ and Heritage shall use its commercially reasonable efforts to have any agreement with respect such amendment or supplement cleared for mailing, to any Alternative Proposal or approve or resolve the extent necessary, to approve any Alternative Proposal; or ▇▇▇▇▇▇▇ stockholders as promptly as practicable after such filing and (iv) take ▇▇▇▇▇▇▇ shall use its commercially reasonable efforts to have any action which would make any representation such amendment or warranty of supplement mailed to its stockholders at the Stockholder in this Agreement untrue or incorrect or preventearliest practicable date. (b) ▇▇▇▇▇▇▇ will, burden or materially delay as soon as practicable following the consummation of the transactions contemplated by this Agreement. Upon execution date of this Agreement, each duly call, give notice of, convene and hold the ▇▇▇▇▇▇▇ Stockholder shallMeeting (but in no event shall such meeting be held sooner than 30 days following the date the Proxy Statement is mailed to its stockholders), and shall cause for the purpose of obtaining the ▇▇▇▇▇▇▇ Stockholder Approval. ▇▇▇▇▇▇▇ covenants that, subject to Section 7.1, ▇▇▇▇▇▇▇ will, through its Representatives toBoard of Directors, immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect recommend to any its stockholders approval of the foregoing. Each Stockholder Merger and the other transactions contemplated by the Transaction Documents and further covenants that the Proxy Statement will promptly notify Grifols include such recommendation. (c) The officers of ▇▇▇▇▇▇▇ listed in Section 5.1(c) of the existence ▇▇▇▇▇▇▇ Disclosure Letter shall execute the ▇▇▇▇▇▇▇ Irrevocable Proxies, dated the date of any proposalthis Agreement, discussioncovering all shares beneficially owned, negotiation or inquiry received by such Stockholder with respect agreeing to an Alternative Proposal, and each Stockholder will promptly communicate to Grifols vote in favor of 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) Merger and the identity of other transactions contemplated by 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 Documents.

Additional Covenants. From Subject to Section 5 above, Herndon hereby further covenants with and after warrants to Lender as follows: (a) Any contract of sale of the date hereof Property, or any portion thereof, which is executed by ▇▇▇▇▇▇▇▇ and continuing until approved by Lender shall be deemed to have been approved by Herndon to the termination extent required by and for all purposes under the Comprehensive Agreement; provided, however, that any such transfer shall be subject to the terms of this the Comprehensive Agreement, each Stockholder shall not, nor shall it permit or authorize ; and (b) Upon any distribution of its officers, directors, employees, agents or representatives (collectively, assets of ▇▇▇▇▇▇▇▇ in the "Representatives") to, event of (i) solicit any insolvency or initiatebankruptcy case or proceeding, or encourageany receivership, directly liquidation, reorganization or indirectlyother similar case or proceeding in connection therewith, any inquiries regarding relative to ▇▇▇▇▇▇▇▇ or the submission ofto its creditors, any Alternative Proposal; as such, or to its assets, or (ii) participate in any discussions liquidation, dissolution or negotiations regardingother winding up of ▇▇▇▇▇▇▇▇, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, 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 assignment for the benefit of creditors or any Alternative Proposal or approve or resolve to approve any Alternative Proposal; or marshalling of assets and liabilities of ▇▇▇▇▇▇▇▇ (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 matters and events described in the existence of any proposalforegoing clauses (i), discussion(ii) and (iii) being herein referred to as a “Bankruptcy Proceeding”), negotiation or inquiry received by such Stockholder with respect to an Alternative Proposalthen, and each Stockholder will promptly communicate in any such event, Lender shall be entitled to Grifols receive indefeasible payment in full of all amounts due or to become due (whether or not an event of default has occurred under the terms of the Loan Documents or whether or not the Loan has been declared due and payable prior to the date on which it would otherwise have become due and payable) on or in respect of any and all indebtedness under the Loan before Herndon is entitled to receive any payment on account of or pursue and other damages or sums under the Comprehensive Agreement, and, to that end, Lender shall be entitled to receive, for application to the payment of the Loan, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the obligations owed by ▇▇▇▇▇▇▇▇ in any such proposalcase, discussionproceeding, negotiation dissolution, 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 other winding up 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 AgreementBankruptcy Proceeding.

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 Guarantor agrees that the Agent or Lenders may, at their sole option, at any time, and after the date hereof from time to time, without consent of or notice to Guarantor, or any of them, and continuing until the termination without incurring any responsibility to Guarantor, and without impairing or releasing any of Guarantor’s obligations or liabilities under this Agreement: (a) Make additional secured and/or unsecured loans to Borrower; (b) Discharge, each Stockholder shall notrelease or agree not to ▇▇▇ any party (including, nor shall it permit but not limited to, Borrower or authorize any other guarantor, surety, or endorser of the Obligations or the Guaranteed Obligations), who is or may be liable for any of its officersthe Obligations or the Guaranteed Obligations; (c) Sell, directorsexchange, employeesrelease, agents surrender, realize upon, foreclose on by one or representatives (collectively, the "Representatives") to, (i) solicit more judicial or initiatenon-judicial sale, or encourageotherwise deal with, in any manner and in any order, any collateral directly or indirectlyindirectly securing repayment of any of the Guaranteed Obligations, or fail to perfect any inquiries regarding security interest or the submission of, any Alternative Proposal; (ii) participate other Lien in any discussions such collateral or negotiations regarding, or furnish fail to any Person any information or data with respect to, or take act in 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 manner with respect to any Alternative Proposal or approve or resolve to approve collateral securing any Alternative Proposal; or (iv) take any action which would make any representation or warranty part of the Stockholder Guaranteed Obligations; (d) Alter, renew, extend, accelerate or otherwise change the manner, place, terms and/or times of payment or other terms of any obligation or liability of any party under any Loan Document or the Guaranteed Obligations, or any part thereof, including any increase or decrease in this Agreement untrue the rate or incorrect or prevent, burden or materially delay the consummation rates 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 interest on any of the foregoing. Each Stockholder will promptly notify Grifols Obligations or the Guaranteed Obligations; (e) Settle or compromise any of the existence Guaranteed Obligations; (f) Subordinate and/or agree to subordinate the payment of all or any part of the Guaranteed Obligations, or the Lenders’ security rights in any collateral directly or indirectly securing any such Guaranteed Obligations, to the payment and/or security rights of any proposalother present and/or future creditors of Borrower; (g) Apply any payments and/or proceeds received from Borrower or others to other loans and/or obligations and liabilities that Borrower may then owe to the Lenders, discussionwhether or not the Guaranteed Obligations subject to this Agreement then remains unpaid; or (h) Enter into, negotiation deliver, modify, amend, rescind, or inquiry received by such Stockholder with respect to an Alternative Proposalwaive compliance with, and each Stockholder will promptly communicate to Grifols the terms of any such proposalinstrument or arrangement evidencing, discussionsecuring or otherwise affecting, negotiation all 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 part of the Person making such proposal Guaranteed Obligations 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 AgreementLoan Document.

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.