Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; (iv) deposit such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each unless this Agreement shall have terminated pursuant to Section 5.2, Stockholder shall not during the term of this Agreement not, directly or indirectly, (ia) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned any of Stockholder’s Subject Shares; (ii) enter into , other than restrictions imposed by applicable Law or pursuant to this Agreement or any contract, option or other agreement or understanding risk of forfeiture with respect to any transfer shares of Company Common Stock granted to Stockholder under an employee benefit plan of the Company, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (collectively, “Transfer”), or enter into any or all contract with respect to any Transfer of such Owned Stockholder’s Subject Shares or any interest therein; , (iiic) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned Stockholder’s Subject Shares; , (ivd) deposit such Owned or permit the deposit of Stockholder’s Subject Shares into a voting trust or enter into a tender, support, voting or similar agreement or arrangement with respect to such Owned Stockholder’s Subject Shares; , (e) tender Stockholder’s Subject Shares to any tender offer other than the Offer or (vf) otherwise take any other action with respect to any of Stockholder’s Subject Shares that would in any way restrict, limit or interfere with the performance of such any of Stockholder's ’s obligations hereunder or the transactions contemplated hereby or by the Merger under this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, each Stockholder may transfer all make Transfers of Subject Shares (i) by will, (ii) by operation of Law, (iii) for estate planning purposes, (iv) for charitable purposes or as charitable gifts or donations or (v) to any of such Stockholder's Owned its Affiliates, in which case the Subject Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees shall continue to be bound by all of this Agreement and provided that each transferee agrees in writing to be bound by the provisions terms and conditions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except Each Stockholder severally (and not jointly) hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, each Stockholder it shall not during the term of this Agreement (i) except to Purchaser, transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation pledge or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned the Company Options, Company Warrants or Tender Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned the Company Options, Company Warrants or Tender Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned the Company Options, Company Warrants or Tender Shares; , (iv) deposit such Owned any Company Options, Company Warrants or Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned the Tender Shares; , (v) with respect to any Stockholder that is a holder of Company Preferred Stock, (A) elect, under Section 3(C) of the Designation of Preferences, Limitations and Rights of Series A Convertible Preferred Stock of the Company (the "DESIGNATION"), to have the Offer or Merger or any of the transactions contemplated hereby or thereby treated as a Liquidation (as defined in the Designation) or (vB) convert any Preferred Shares held by such Stockholder into any other series or class of securities of the Company or (vi) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or which would make any representation or warranty of such Stockholder's Owned Shares to any trust, partnership Stockholder hereunder untrue or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsincorrect.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each unless this Agreement shall have terminated pursuant to Section 4.2, Stockholder shall not during the term of this Agreement not, directly or indirectly, (ia) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned any Subject Shares; (ii) enter into , other than restrictions imposed by applicable Law or pursuant to this Agreement or any contract, option or other agreement or understanding risk of forfeiture with respect to any transfer shares of Company Common Stock granted to Stockholder under an employee benefit plan of the Company or otherwise that would not reasonably be expected to prevent or delay or impair the consummation by Stockholder of the transactions contemplated by this Agreement (collectively, “Permitted Liens”), (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (collectively, “Transfer”), or enter into any contract or all other arrangement with respect to any Transfer of such Owned the Subject Shares or any interest therein; , (iiic) prior to the Company Stockholder Approval, grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) prior to the Company Stockholder Approval, grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to the Subject Shares, deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a tender, support, voting or similar agreement or arrangement with respect to such Owned the Subject Shares; , (e) tender the Subject Shares to any tender offer or (vf) otherwise take any other action with respect to any of the Subject Shares that would in any way restrict, limit or interfere with the performance of such any of Stockholder's ’s obligations hereunder under this Agreement or the transactions contemplated hereby otherwise make any representation or by the Merger Agreementwarranty of Stockholder contained herein untrue or incorrect. Notwithstanding anything in this Agreement to the contraryforegoing, each Stockholder may transfer all make Transfers of Subject Shares (i) by will, (ii) by operation of Law, (iii) for estate planning purposes, (iv) for charitable purposes or as charitable gifts or donations, (v) to any of its Affiliates or (vi) to fund a tax liability arising from the exercise or vesting of any equity incentives in the Company held by Stockholder, including any withholding obligations, or to effect any net settlement, or to pay the exercise price in respect, of any such Stockholder's Owned equity incentives, in each of cases (i)-(v), the Subject Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees shall continue to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and provided that each transferee thereof agrees in a writing reasonably acceptable to Parent to be bound by the terms and conditions of this Agreement (each a “Permitted Transfer”). For the avoidance of doubt, if Stockholder is not an individual, nothing in this Agreement shall restrict any direct or indirect Transfers of any equity interests in Stockholder's obligations hereunder . For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, Stockholder may Transfer, or enter into any contract with respect to any Transfer of, all or any portion of the Subject Shares at any time after the Company Stockholder Approval shall attach have been obtained, and, if as a result of such Transfer Stockholder ceases to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal the record or beneficial ownership owner of such Owned Shares Subject Shares, Stockholder shall pass, whether by operation of law or otherwise, including, without limitation, have no obligations pursuant to this Agreement with respect to such Stockholder's heirs, guardians, administrators or successorsSubject Shares.

No Inconsistent Arrangements. Except as contemplated Such Shareholder shall not, directly or indirectly, (a) create any Lien other than restrictions imposed by this Agreement, each Stockholder shall not during the term of applicable Law or pursuant to this Agreement on any of such Shareholder’s Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract agreeing to any transfer of, any or all Transfer of such Stockholder's Owned Shareholder’s Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned Shares; Shareholder’s Subject Shares that is inconsistent with the terms of this Agreement, (ivd) deposit or permit the deposit of such Owned Shareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; Shareholder’s Subject Shares that is inconsistent or conflicts with this Agreement or (ve) take except in connection with any Transfer permitted hereunder, convert any shares of Class B Common Stock into shares of Class A Common Stock. Notwithstanding the foregoing, such Shareholder may make Transfers of such Shareholder’s Subject Shares: (x) in the case of a Shareholder, to any member of such Shareholder’s immediate family, or to trusts solely for the benefit of such Shareholder (or, to the extent that such Shareholder is not a natural person, the ultimate beneficial owner of the Subject Shares held by such Shareholder) or any member of such Shareholder’s (or such beneficial owner’s) immediate family (or to trusts solely for the benefit of such Shareholder or ultimate beneficial owner), by will or otherwise upon the death of such Shareholder or otherwise for estate planning purposes, by operation of law, to any other action that would in Shareholder, or for charitable purposes or as charitable gifts or donations; and (y) to any way restrict, limit or interfere with the performance person who is a “Permitted Transferee” of such Stockholder's obligations hereunder or Shareholder as defined in Article III, Section B of the transactions contemplated hereby or Company’s Articles of Incorporation (other than paragraph 3(b) thereof), provided that in all of which cases set forth in clauses (x) and (y) such Shareholder’s Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the Merger terms and conditions of this Agreement. Notwithstanding anything in any provision of this Agreement to the contrary, in addition to the Transfers contemplated by the preceding sentence, each Stockholder may transfer of the Shareholders identified on Exhibit A may, in the aggregate for all or any of such Stockholder's Owned Shareholders (collectively, the “Shareholder Group”), Transfer to one or more third parties up to 2,000,000 of the Subject Shares to without any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating requirement that the transferee agrees of such Subject Shares agree to be bound by all of the provisions terms and conditions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated expressly permitted or required hereunder or under the Merger Agreement or to the extent applicable the Shareholder shall not, directly or indirectly, without Parent’s prior written consent, (a) create any Lien other than restrictions imposed by this Agreement, each Stockholder shall not during the term of applicable Law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Shareholder’s Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Shareholder’s Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Shareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Shareholder’s Subject Shares or (ve) take any other action that would make any agreement, covenant or representation or warranty of the Shareholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Shareholder from performing the Shareholder’s obligations hereunder. Notwithstanding the foregoing, the Shareholder may make Transfers of the Shareholder’s Subject Shares (x) by will, operation of law, or for estate planning or charitable purposes, (y) to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Shareholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the performance Shareholder, or (z) if the Shareholder is a trust, to any beneficiary of such Stockholder's obligations hereunder the Shareholder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or estate of any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, beneficiary; provided that as a condition of in each such transfercase, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees Subject Shares shall continue to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and provided that each Stockholder's obligations hereunder shall attach transferee agrees in writing to Stockholder's Owned Shares be bound by the terms and shall be binding upon any person conditions of this Agreement and either the Shareholder or entity to which legal or beneficial ownership the transferee provides Parent with a copy of such Owned Shares shall pass, whether by operation agreement promptly upon consummation of law or otherwise, including, without limitation, any such Stockholder's heirs, guardians, administrators or successorsTransfer.

No Inconsistent Arrangements. Except Each Stockholder severally (and not jointly) hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, each Stockholder it shall not during the term of this Agreement (i) except to Purchaser, transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation pledge or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned the Company Options, Company Warrants or Tender Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned the Company Options, Company Warrants or Tender Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned the Company Options, Company Warrants or Tender Shares; , (iv) deposit such Owned any Company Options, Company Warrants or Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned the Tender Shares; , (v) with respect to any Stockholder that is a holder of Company Preferred Stock, (A) elect, under SECTION 3(C) of the Designation of Preferences, Limitations and Rights of Series A Convertible Preferred Stock of the Company (the "DESIGNATION"), to have the Offer or Merger or any of the transactions contemplated hereby or thereby treated as a Liquidation (as defined in the Designation) or (vB) convert any Preferred Shares held by such Stockholder into any other series or class of securities of the Company or (vi) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or which would make any representation or warranty of such Stockholder's Owned Shares to any trust, partnership Stockholder hereunder untrue or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsincorrect.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each such Stockholder shall not during the term of this Agreement not, directly or indirectly, (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any such Owned Subject Shares; , (ii) transfer (including, by tendering into a tender or exchange offer), sell, assign, pledge, gift or otherwise dispose of (including, by gift, merger or operation of law (collectively, “Transfer”)) or enter into any contract, option or other agreement or understanding arrangement with respect to any transfer of any or all Transfer of such Owned Subject Shares or any Transfer of any interest therein; , (iii) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned Subject Shares; , (iv) deposit or permit the deposit of such Owned Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Subject Shares; or , (v) take or permit any other action that would in any way restrict, limit limit, prevent or interfere with the performance of such Stockholder's ’s obligations hereunder or the transactions contemplated hereby or by otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or (vi) commit or agree to take any of the Merger Agreementforegoing actions. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transferforegoing, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that may make (a) Transfers of Subject Shares by will, operation of law, Transfers for estate planning purposes or Transfers for charitable purposes or as charitable gifts or donations, in which case the transferee agrees Subject Shares shall continue to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and provided that each Stockholder's obligations hereunder shall attach transferee agrees, prior to Stockholder's Owned such Transfer, in writing with Parent in an instrument reasonably satisfactory in form and substance to Parent to be bound by the terms and conditions of this Agreement and (b) as Transfers of Subject Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsas Parent may otherwise agree in writing in its sole discretion.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each unless this Agreement shall have terminated pursuant to Section 4.2, Stockholder shall not during the term of this Agreement not, directly or indirectly, (ia) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned any Subject Shares; (ii) enter into , other than restrictions imposed by applicable Law or pursuant to this Agreement or any contract, option or other agreement or understanding risk of forfeiture with respect to any transfer shares of Company Stock granted to Stockholder under an employee benefit plan of the Company or otherwise that would not reasonably be expected to prevent or delay or impair the consummation by Stockholder of the transactions contemplated by this Agreement in any material respect (collectively, “Permitted Liens”), (b) transfer, sell, assign, gift, hedge, pledge or all otherwise dispose of such Owned (collectively, “Transfer”), or enter into any contract with respect to any Transfer of the Subject Shares or any interest therein; , (iiic) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a tender, support, voting or similar agreement or arrangement with respect to such Owned the Subject Shares; , (e) tender the Subject Shares to any tender offer or (vf) otherwise take any other action with respect to any of the Subject Shares that would in any way restrict, limit or interfere with the performance of such any of Stockholder's ’s obligations hereunder or the transactions contemplated hereby or by the Merger under this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, each Stockholder may transfer all make Transfers of Subject Shares (i) by will, (ii) by operation of Law, (iii) for estate planning purposes, (iv) for charitable purposes or as charitable gifts or donations, (v) to any of its Affiliates or (vi) to fund a tax liability arising from the exercise or vesting of any equity incentives in the Company held by Stockholder, including any withholding obligations, or to effect any net settlement, or to pay the exercise price in respect, of any such Stockholder's Owned equity incentives, in each of cases (i)-(v), the Subject Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees shall continue to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement (each a “Permitted Transfer”). For the avoidance of doubt, if Stockholder is not an individual, nothing in this Agreement shall restrict any direct or indirect Transfers of any equity interests in Stockholder's obligations hereunder . For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, Stockholder may Transfer, or enter into any contract with respect to any Transfer of, all or any portion of the Subject Shares at any time after the Company Stockholder Approval shall attach have been obtained, and, if as a result of such Transfer Stockholder ceases to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal the record or beneficial ownership owner of such Owned Shares Subject Shares, Stockholder shall pass, whether by operation of law or otherwise, including, without limitation, have no obligations pursuant to this Agreement with respect to such Stockholder's heirs, guardians, administrators or successorsSubject Shares.

No Inconsistent Arrangements. Except as contemplated by this expressly permitted or required hereunder or under the Merger Agreement, each the Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder. Notwithstanding the foregoing, (1) the Stockholder may make Transfers of the Subject Shares (x) by will, operation of law, or for estate planning or charitable purposes, (y) to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with the performance Stockholder, or (z) if the Stockholder is a trust, to any beneficiary of the Stockholder or the estate of any such beneficiary; provided that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides the Company with a copy of such Stockholder's obligations hereunder or agreement promptly upon consummation of any such Transfer and (2) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this Agreementexpressly provided for or expressly permitted herein, each Stockholder shall not during the term of this Agreement (i) transfer (which term shall includeno Shareholder may, directly or indirectly, without limitationthe General Partner’s prior written consent, (a) create any saleLien, assignmentother than restrictions imposed by applicable Law, gifton any Subject Share of such Shareholder, pledge(b) transfer, hypothecation sell, assign, gift or other dispositionotherwise dispose of (collectively, “Transfer”), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding contract with respect to any transfer of any or all Transfer of such Owned Shareholder’s Subject Shares or any voting or economic interest therein; , (iiic) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned Shareholder’s Subject Shares; , (ivd) deposit or permit the deposit of such Owned Shareholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shareholder’s Subject Shares; , or (ve) take any other action that would in make any way restrict, limit representation or interfere with the performance warranty of such Stockholder's Shareholder herein untrue or incorrect, or have the effect of preventing the Shareholder from performing such Shareholder’s obligations hereunder hereunder. Notwithstanding the foregoing, any Shareholder may make Transfers of such Shareholder’s Subject Shares (x) by will, operation of law, or for estate planning or charitable purposes, (y) to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of such Shareholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with such Shareholder, or (z) if such Shareholder is a trust, to any beneficiary of such Shareholder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or estate of any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, beneficiary; provided that as a condition of in each such transfercase, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that (i) the transferee agrees Subject Shares shall continue to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach transferee agrees in writing, addressed to Stockholder's Owned Shares the General Partner and shall in a form reasonably satisfactory to the General Partner, to be binding upon any person bound by the terms and conditions of this Agreement as if it were an original party hereto, and (ii) either such Shareholder or entity to which legal or beneficial ownership the transferee provides the General Partner with a copy of such Owned agreement promptly upon consummation of any such Transfer. Each Shareholder hereby irrevocably and unconditionally revokes any and all previous proxies and attorneys in fact with respect to the Subject Shares. Any Transfer or attempted Transfer of any Subject Shares shall passin violation of this Agreement shall, whether to the fullest extent permitted by operation of law or otherwiseLaw, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsbe null and void ab initio.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Asset Purchase Agreement, each from and after the date hereof until this Agreement is terminated pursuant to Section 4.2, Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign (which term shall includedirectly or indirectly), pledge, exchange, gift, grant, place in trust or otherwise dispose of (including, without limitation, any sale, assignment, gift, pledge, hypothecation or other dispositionby the creation of an Encumbrance pursuant to clause (a) hereto), or consent offer to do any transfer ofof the foregoing (collectively, any or all of such Stockholder's Owned Shares or any interest therein“Transfer”), or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contractContract, option option, commitment or other agreement arrangement or understanding with respect to any transfer the direct or indirect Transfer of any right, title or all of interest (including any right or power to vote to which the holder thereof may be entitled, whether such Owned Shares right or power is granted by proxy or otherwise) to any interest therein; Subject Share, (iiic) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Owned Shares; the Subject Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), or (ve) take any other action that would reasonably be expected to make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of restricting Stockholder’s legal power, authority and right to vote all of the Subject Shares or would otherwise have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations hereunder. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, (i) the Stockholder may make Transfers of the Subject Shares (A) by will, operation of law, or for estate planning or charitable purposes, (B) to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any way restrictsuch stockholders, limit affiliates, general or interfere limited partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the performance Stockholder or (C) if the Stockholder is a trust, to any beneficiary of such Stockholder's obligations hereunder the Stockholder or the transactions contemplated hereby estate of any such beneficiary, and (ii) with respect to the Stockholder’s options for Company Shares (“Company Options”) which would otherwise expire prior to the Effective Time, the Stockholder may make Transfers of Subject Shares to the Company as payment for the exercise price thereof and any tax withholding obligations, provided that, the Subject Shares (taking in account any net exercise or by shares withheld to settle tax obligations) shall continue to be subject to the Merger Agreement. Notwithstanding anything restrictions on transfer set forth in this Agreement Agreement; provided that, with respect to the contraryclause (i), each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees in writing to be bound by all the terms and conditions of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person either the Stockholder or entity to which legal or beneficial ownership the transferee provides the Company with a copy of such Owned Shares shall pass, whether by operation agreement promptly prior to the consummation of law or otherwise, including, without limitation, any such Stockholder's heirs, guardians, administrators or successorsTransfer.

No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien Encumbrance (as defined below) on such Owned Shares; Shares unless such transfer or Encumbrance is done subject to the voting requirements set forth in Section 1.1 and subject to any such transferee or the beneficiary of any such Encumbrance executing a Proxy (as defined below), (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein; therein on terms that would, at the time of entering into such contract, option or other agreement or understanding or with the passage of time, violate clause (i) above, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; , (iv) deposit such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols Parent and provides Grifols the Parent with documentation reasonably satisfactory to Grifols indicating that Parent as to the consent of the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each unless this Agreement shall have been terminated pursuant to Section 5.2, Stockholder shall not during the term of this Agreement not, directly or indirectly, (ia) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned any Subject Shares; (ii) enter into , other than restrictions imposed by Applicable Law or pursuant to this Agreement or any contract, option or other agreement or understanding risk of forfeiture with respect to any transfer shares of Common Stock granted to Stockholder under an employee benefit plan of the Company, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (collectively, “Transfer”), or enter into any or all contract with respect to any Transfer of such Owned the Subject Shares or any interest therein; , (iiic) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a tender, support, voting or similar agreement or arrangement with respect to such Owned the Subject Shares; , (e) tender the Subject Shares to any tender offer other than the Offer or (vf) otherwise take any other action with respect to any of the Subject Shares that would in any way restrict, limit or interfere with the performance of such any of Stockholder's ’s obligations hereunder or the transactions contemplated hereby or by the Merger under this Agreement. Notwithstanding anything in this Agreement to the contraryforegoing, each Stockholder may transfer all make Transfers of Subject Shares (i) by will, (ii) by operation of law, (iii) for estate planning purposes, (iv) for charitable purposes or as charitable gifts or donations or (v) to any of such Stockholder's Owned its Affiliates, in which case the Subject Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees shall continue to be bound by all of this Agreement and provided that each transferee agrees in writing to be bound by the provisions terms and conditions of this Agreement. Each For the avoidance of doubt, if Stockholder agrees that is not an individual, nothing in this Agreement and each shall restrict any direct or indirect Transfers of any equity interests in Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. (a) Except as otherwise contemplated by this Agreement, each permitted by the Stockholder Rights Agreement or consented to in writing by Parent, no Stockholder shall not during the term of this Agreement (i) transfer (which term shall includetransfer, without limitationsell, any saleexchange, assignment, giftassign, pledge, hypothecation hypothecate or other disposition)otherwise encumber or dispose of the Subject Shares, whether directly or indirectly, voluntarily or involuntarily or by operation of Law (each, a “Transfer”) or consent to any transfer ofTransfer, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer Transfer of any or all of such Owned Subject Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Subject Shares; , (iv) deposit such Owned Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Subject Shares; , or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder and the grant of the proxy as contemplated herein. (b) This Agreement hereby revokes as of the Closing Date all prior powers of attorney and proxies appointed or granted by any Stockholder with respect to the Subject Matters at any time with respect to such Stockholder's obligations hereunder ’s Subject Shares and no subsequent powers of attorney or proxies with respect to the transactions contemplated hereby Subject Matters may be appointed or granted by such Stockholder, or be effective, with respect thereto during the Merger term of this Agreement. Notwithstanding anything in In the event of any conflict between the terms of this Agreement Agreement, including the proxy granted herein, and the provisions of any other agreement or any other proxy granted with respect to the contraryvoting on any matter, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement shall control and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and such other proxy shall be binding upon any person deemed void and of no force or entity effect and such Party shall take all action necessary to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorseffectuate the foregoing.

No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder Each Securityholder hereby covenants and agrees that it shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation pledge or other disposition), or consent to any transfer of, any or all of such StockholderSecurityholder's Owned Shares shares of Parent Capital Stock, or any interest therein in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, unless each Person to which any such shares of Parent Capital Stock, or any interest therein, is or create may be transferred shall have (A) executed a counterpart of this Voting Agreement; and (B) agreed to hold such shares of Capital Stock (or permit interest in such shares) subject to exist any Lien on such Owned Sharesall terms and provisions of this Voting Agreement; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares shares of Parent Capital Stock or any interest therein in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, unless each Person to which any such shares of Parent Capital Stock, or any interest therein, is or may be transferred shall have (A) executed a counterpart of this Voting Agreement; and (B) agreed to hold such shares of Parent Capital Stock (or interest in such shares) subject to all terms and provisions of this Voting Agreement, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; shares of Parent Capital Stock in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, (iv) deposit such Owned Shares shares of Parent Capital Stock into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; shares of Parent Capital Stock in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such StockholderSecurityholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, ; provided that this subsection 2(b)(v) does not apply to a Securityholder acting in his or her capacity as a condition director of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsParent.

No Inconsistent Arrangements. Except as contemplated by this expressly provided or required hereunder or under the Merger Agreement, each the Stockholder shall agrees not during the term of to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder. Notwithstanding any of the foregoing, (x) the Stockholder may make Transfers of the Subject Shares (i) by will, operation of law, or for estate planning or charitable purposes, (ii) to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under direct or indirect common control with the performance Stockholder or (iii) if the Stockholder is a trust, to any beneficiary of the Stockholder or the estate of any such beneficiary; provided that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder's obligations hereunder ’s Orion Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to Orion as payment for the exercise price of the Stockholder’s Orion Options and (ii) as payment for taxes applicable to the exercise of the Stockholder’s Orion Options and (z) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated Unless specifically required by this Agreementcourt order or by operation of law, in which case any transferee of any or all of the shares of Purchaser Stock held by either a Principal Stockholder or a Gilat Stockholder shall agree to be bound hereby, each Stockholder of the Principal Stockholders and the Gilat Stockholders hereby covenants and agrees that 2 he shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation pledge or other disposition), ) or consent to any transfer of, any or all shares of such Stockholder's Owned Shares Purchaser Stock beneficially owned by him, or any interest thereintherein if such transfer would result in the stockholder no longer having the power to vote or cause to be voted such shares of Purchaser Stock in favor of the Sale and the other transactions contemplated by the Acquisition Agreement (pursuant to Section 1(a) hereof), or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all shares of such Owned Shares the Purchaser Stock beneficially owned by him, or any interest therein; therein if the entering into or performance of any such contract, option or other agreement or understanding would result in the stockholder no longer having the power to vote or cause to be voted such shares of Purchaser Stock in favor of the Sale and the other transactions contemplated by the Acquisition Agreement (pursuant to Section 1(a) hereof), (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; any or all of the shares of Purchaser Stock beneficially owned by him, (iv) deposit such Owned Shares any or all the shares of Purchaser Stock beneficially owned by him into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; shares, other than pursuant to this Agreement, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholderstockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Acquisition Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien Encumbrance (as defined below) on such Owned SharesShares unless such transfer or Encumbrance is done subject to the voting requirements set forth in Section 1.1 and subject to any such transferee or the beneficiary of any such Encumbrance executing a Proxy (as defined below); provided, however, that the prohibitions set forth in this clause (i) shall not apply to sales by Stockholder through any open market transaction on an exchange on which the Parent Common Stock is listed or a similar trading market; provided further, that the number of Owned Shares subject to any such sales shall be subject to applicable laws and regulations; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein; therein on terms that would, at the time of entering into such contract, option or other agreement or understanding or with the passage of time, violate clause (i) above, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; , (iv) deposit such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols the Company and provides Grifols the Company with documentation reasonably satisfactory to Grifols indicating that the Company as to the consent of the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this expressly permitted or required hereunder or under the Merger Agreement, each Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that would make any representation or warranty of such Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere with have the performance effect of preventing such Stockholder from performing the Stockholder’s obligations hereunder. Notwithstanding the foregoing, (a) each Stockholder may make Transfers of the Subject Shares (x) by will, operation of law, or for estate planning or charitable purposes, (y) to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of such Stockholder's obligations hereunder , as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under common control with such Stockholder, or (z) if such Stockholder is a trust, to any beneficiary of such Stockholder or the estate of any such beneficiary; provided that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either such Stockholder or the transferee provides the Company with a copy of such agreement promptly upon consummation of any such Transfer and (b) such Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsconverting all shares of Preferred Stock into shares of Common Stock.

No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder Each Securityholder hereby covenants and agrees that it shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation pledge or other disposition), or consent to any transfer of, any or all of such StockholderSecurityholder's Owned Shares shares of Company Capital Stock, or any interest therein in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, unless each Person to which any such shares of Company Capital Stock, or any interest therein, is or create may be transferred shall have (A) executed a counterpart of this Voting Agreement; and (B) agreed to hold such shares of Capital Stock (or permit interest in such shares) subject to exist any Lien on such Owned Sharesall terms and provisions of this Voting Agreement; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares shares of Company Capital Stock or any interest therein in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, unless each Person to which any such shares of Company Capital Stock, or any interest therein, is or may be transferred shall have (A) executed a counterpart of this Voting Agreement; and (B) agreed to hold such shares of company Capital Stock (or interest in such shares) subject to all terms and provisions of this Voting Agreement, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; shares of Company Capital Stock in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, (iv) deposit such Owned Shares shares of Company Capital Stock into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; shares of Company Capital Stock in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's Securityholders' obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, ; provided that this subsection 2(b)(v) does not apply to a Securityholder acting in his or her capacity as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all director of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsCompany.

No Inconsistent Arrangements. Except as contemplated by this Agreementprovided hereunder, each prior to the Termination Date, Stockholder shall not during (and shall cause the term holder of this Agreement (i) transfer (which term shall include, without limitation, record with respect to any sale, assignment, gift, pledge, hypothecation or other dispositionsuch Subject Shares not to), directly or consent indirectly, (a) Transfer or enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create or permit unless the transferee of the Subject Shares is an Affiliate of Stockholder and, if such Affiliate is not controlled by Stockholder, prior to exist any Lien on making such Owned Shares; Transfer, such transferee (i) has agreed in a written instrument delivered to Purchaser to be bound by the terms of this Agreement to the same extent as Stockholder with respect to the Subject Shares so transferred and (ii) enter into any contractwould constitute a Stockholder Party, option or other agreement or understanding (b) except as set forth in the Existing Voting Agreement, solely with respect to any transfer Excess Shares, grant or permit the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to the Subject Shares, with any such Owned Shares; proxy, power of attorney or other authorization being void from the outset, (ivc) enter into any agreement or take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing Stockholder from performing any of Stockholder’s material obligations under this Agreement, (d) amend or modify, or agree to the amendment or modification of, the Existing Voting Agreement, or (e) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or any other arrangement with respect to such Owned the Subject Shares; . Any Transfer or (v) take attempted Transfer of any other action that would Subject Shares in any way restrict, limit or interfere with the performance violation of such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreementthis Section 1.2 shall be null and void and of no effect whatsoever. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning For purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder , “Transfer” shall attach to Stockholder's Owned Shares and shall be binding upon mean (i) any person direct or entity to which legal indirect offer, sale, assignment, encumbrance, disposition, distribution, loan, gift or beneficial ownership of such Owned Shares shall pass, whether other transfer (by operation of law or otherwise), includingeither voluntary or involuntary, without limitationor entry into any option or other contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, disposition, loan or other transfer (by operation of law or otherwise), of any Subject Shares or any interest in any Subject Shares (in each case, other than this Agreement), (ii) entry into any hedge, swap or other transaction or contract which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Subject Shares, whether any such Stockholder's heirstransaction is to be settled by delivery of Subject Shares, guardiansin cash or otherwise, administrators or successors(iii) any contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) or (ii).

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each the Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable law, pursuant to this Agreement or pursuant to the governance documents of Organovo on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing its obligations hereunder. Notwithstanding the foregoing, (i) the Stockholder may make Transfers of Subject Shares by will, operation of law, Transfers for estate planning purposes or as charitable gifts or donations, to any investment fund or other entity controlled by the Stockholder, or if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an Affiliate of the Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides Buyer with the performance a copy of such Stockholder's obligations hereunder or agreement promptly upon consummation of any such Transfer and (ii) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each the Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing its obligations hereunder. Notwithstanding the foregoing, (i) the Stockholder may make Transfers of Subject Shares by will, operation of law, Transfers for estate planning purposes or Transfers for charitable purposes or as charitable gifts or donations, in which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides Celladon with the performance a copy of such Stockholder's obligations hereunder or agreement promptly upon consummation of any such Transfer and (ii) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, converting all shares of Preferred Stock into shares of other series of preferred stock of Eiger and then converting all such Stockholder's heirsshares into shares of Common Stock, guardiansconverting all shares of Preferred Stock directly into shares of Common Stock, administrators or successorsand converting all promissory notes of Eiger held by the Stockholder into shares of Common Stock.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each the Stockholder shall not during the term of not, directly or indirectly, (a) create any Lien other than restrictions imposed by Applicable Law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing its obligations hereunder Notwithstanding the foregoing, (a) the Stockholder may make Transfers of Subject Shares by will, operation of law, Transfers for estate planning purposes or Transfers for charitable purposes or as charitable gifts or donations, in which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides Tigris with the performance a copy of such Stockholder's obligations hereunder or agreement promptly upon consummation of any such Transfer and (b) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, converting all shares of Series A Preferred Stock into shares of other series of preferred stock of the Company and then converting all such Stockholder's heirsshares into shares of Common Stock, guardiansconverting all shares of Series A Preferred Stock directly into shares of Common Stock, administrators or successorsand converting all promissory notes of the Company held by the Stockholder into shares of Common Stock.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each such Stockholder shall not during the term of this Agreement not, directly or indirectly, (i) transfer create or permit to exist any Encumbrance on any such Subject Shares, (which term shall includeii) transfer, without limitationsell, any saleassign, assignmentgift or otherwise dispose of (collectively, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned Subject Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein; (iii) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned Subject Shares; , (iv) deposit or permit the deposit of such Owned Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Subject Shares; , or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementotherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transferforegoing, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound may make (a) Transfers of Subject Shares by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person will or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwiseother Transfers for estate planning purposes, includingin which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement, without limitation(b) Transfers of Subject Shares to charitable organizations, provided that the transferee agrees in writing to be bound by the terms and conditions of this Agreement, and (c) as Parent may otherwise agree in writing in its sole discretion. In addition, Parent and Purchaser agree to discuss in good faith any request from such Stockholder's heirs, guardians, administrators or successorsStockholder to undertake a Transfer of Subject Shares for tax planning purposes in which the Subject Shares shall continue to be bound by this Agreement and each transferee agrees in writing to be bound by the terms and conditions of this Agreement.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Asset Purchase Agreement, each from and after the date hereof until this Agreement is terminated pursuant to Section 4.2, Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by Law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign (which term shall includedirectly or indirectly), pledge, exchange, gift, grant, place in trust or otherwise dispose of (including, without limitation, any sale, assignment, gift, pledge, hypothecation or other dispositionby the creation of an Encumbrance pursuant to clause (a) hereto), or consent offer to do any transfer ofof the foregoing (collectively, any or all of such Stockholder's Owned Shares or any interest therein“Transfer”), or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding contract with respect to any transfer of any or all of such Owned Transfer of, the Subject Shares or any right, title or interest (including the right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) therein; , (iiic) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to the Subject Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (e) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect Transfer any right, title or interest (including any right or power to vote to which the holder thereof may be entitled, whether such Owned Shares; right or power is granted by proxy or otherwise) to any Subject Share, or (vf) take any other action that would in reasonably be expected to make any way restrictrepresentation or warranty of Stockholder contained herein untrue or incorrect or have the effect of restricting Stockholder’s legal power, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement authority and right to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by vote all of the provisions Subject Shares or would otherwise have the effect of this Agreementpreventing or disabling Stockholder from performing Stockholder’s obligations hereunder. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and Any action taken in violation of the foregoing sentence shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsnull and void ab initio.

No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien Encumbrance (as defined below) on such Owned Shares; Shares unless such transfer or Encumbrance is done subject to the voting requirements set forth in Section 1.1 and subject to any such transferee or the beneficiary of any such Encumbrance executing a Proxy (as defined below), (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein; therein on terms that would, at the time of entering into such contract, option or other agreement or understanding or with the passage of time, violate clause (i) above, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; , (iv) deposit such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols the Company and provides Grifols the Company with documentation reasonably satisfactory to Grifols indicating that the Company as to the consent of the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder shall not during the term of this Agreement Term, the Stockholder will not (ia) transfer (which term shall includedirectly or indirectly, without limitationsell, any saletransfer, assignment, giftassign, pledge, hypothecation hypothecate, tender, encumber or other disposition)otherwise dispose of in any manner any of the Shares, or consent or agree to do any transfer ofof the foregoing, (b) directly or indirectly, limit its right to vote in any or all manner any of such Stockholder's Owned the Shares or any interest therein(other than as set forth in this Agreement), or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer including without limitation by the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Shares; (iv) deposit such Owned , by depositing the Shares into a voting trust trust, or enter by entering into a voting agreement agreement, or arrangement with respect consent or agree to such Owned Shares; do any of the foregoing or (vc) take any other action which would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. Notwithstanding the foregoing, the Stockholder may transfer any or all of the Shares as follows: (i) in the case of a Stockholder that would in is an entity, to any way restrictsubsidiary, limit partner or interfere with the performance member of such Stockholder's obligations hereunder or , and (ii) in the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement case of a Stockholder that is an individual, to the contraryStockholder’s spouse, each Stockholder may transfer all ancestors, descendants or any trust for any of their benefits or to a charitable trust; provided, however, that in any such Stockholder's Owned Shares case, prior to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition to the effectiveness of such transfer, (x) each person or entity to which any of such Stockholder notifies Grifols Shares or any interest in any of such Shares is or may be transferred has executed and provides Grifols with documentation reasonably satisfactory delivered to Grifols indicating that the transferee agrees Company and the Call Investors a counterpart to this Agreement, which counterpart shall by such transferee’s execution thereof represent such transferee’s agreement to be bound by all of the terms and provisions of this Agreement. Each Stockholder agrees that , and (y) this Agreement becomes the legal, valid and each Stockholder's obligations hereunder binding agreement of such person, enforceable against such person in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created by this Agreement is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles. For purposes of this Section 1.2, the term “sell” or “transfer” or any derivatives thereof shall attach to Stockholder's Owned Shares and shall include, but not be binding upon any person limited to, (A) a sale, transfer or entity to which legal disposition of record or beneficial ownership ownership, or both and (B) a short sale with respect to Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any transaction that has the same effect as any of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsthe foregoing.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each the Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable law, pursuant to this Agreement or pursuant to the governance documents of Buyer on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing its obligations hereunder. Notwithstanding the foregoing, (i) the Stockholder may make Transfers of Subject Shares by will, operation of law, Transfers for estate planning purposes or Transfers for charitable purposes or as charitable gifts or donations, to any investment fund or other entity controlled or managed by the Stockholder, or if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an Affiliate of the Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides Lpath with the performance a copy of such Stockholder's obligations hereunder or agreement promptly upon consummation of any such Transfer and (ii) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators converting all shares of Buyer Preferred Stock into shares of Buyer Common Stock and converting all promissory notes of Buyer held by the Stockholder into shares of Buyer Preferred Stock or successorsBuyer Common Stock.

No Inconsistent Arrangements. Except as contemplated by this expressly permitted hereunder or under the Merger Agreement, each Stockholder such Equityholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any shares of Arrow Common Stock or Options, (ib) transfer (which term shall includetransfer, without limitationsell, any saleassign, assignment, giftencumber, pledge, hypothecation grant, gift or other dispositionotherwise dispose of (collectively, “Transfer”), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding contract with respect to any transfer Transfer of any the shares of Arrow Common Stock or all of such Owned Shares Options or any interest therein; therein or publicly announce its intention to Transfer any of its shares of Arrow Common Stock or Options, (iiic) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned Shares; the shares of Arrow Common Stock or Options, (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that would make any representation or warranty of such Equityholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere with have the performance effect of preventing such Equityholder from performing such Equityholder’s obligations hereunder. Notwithstanding the foregoing, subject to any restrictions on transfer applicable to such shares of Arrow Common Stock or Options provided pursuant to the terms of the Option and any stock option plan under which such Option was granted, (x) such Equityholder may make Transfers of the shares of Arrow Common Stock or Options by will, operation of law, or for estate planning purposes, provided, the shares of Arrow Common Stock or Options, as applicable, shall continue to be bound by this Agreement and each transferee of such Stockholder's obligations hereunder shares of Arrow Common Stock or Options shall agree in writing to be bound by the terms and conditions of this Agreement and either such Equityholder or the transferee shall provide the Company with a copy of such agreement promptly upon consummation of any such Transfer and (y) such Equityholder shall take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this expressly permitted hereunder or under the Merger Agreement, each Stockholder such Equityholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any shares of Ash Common Stock, (ib) transfer (which term shall includetransfer, without limitationsell, any saleassign, assignment, giftencumber, pledge, hypothecation grant, gift or other dispositionotherwise dispose of (collectively, “Transfer”), or consent to any transfer of, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding contract with respect to any transfer Transfer of any or all the shares of such Owned Shares Ash Common Stock or any interest therein; therein or publicly announce its intention to Transfer any of its shares of Ash Common Stock, (iiic) grant or permit the grant of any proxy, power-of-power of attorney or other authorization in or with respect to such Owned Shares; the shares of Ash Common Stock, (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that would make any representation or warranty of such Equityholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere with have the performance effect of preventing such Equityholder from performing such Equityholder’s obligations hereunder. Notwithstanding the foregoing, subject to any restrictions on transfer applicable to such shares of Ash Common Stock, (x) such Equityholder may make Transfers of the shares of Ash Common Stock by will, operation of law, or for estate planning purposes, provided, the shares of Ash Common Stock shall continue to be bound by this Agreement and each transferee of such Stockholder's obligations hereunder shares of Ash Common Stock shall agree in writing to be bound by the terms and conditions of this Agreement and either such Equityholder or the transferee shall provide the Company with a copy of such agreement promptly upon consummation of any such Transfer and (y) such Equityholder shall take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this Agreement and the Merger Agreement, each Stockholder shall not during the term of this Agreement Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Owned ’s Shares or any interest therein, or create or or, except as set forth on Schedule I hereto, permit to exist any Lien Encumbrance (as defined below) on such Owned Shares; , (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein; , (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned Shares; , (iv) deposit such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; , or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's his or her obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary; provided, that each Stockholder may at any time transfer all or any of such Stockholder's Owned ’s Shares to any trusta Permitted Transferee, partnership or similar vehicle formed for estate, tax or family planning purposes of which so long as such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee Permitted Transferee agrees in writing to be bound by all of the provisions terms and conditions of this Agreement. Each Stockholder agrees “Permitted Transferee” means (i) a Person to whom Shares are transferred by gift, will or the laws of descent or distribution, or (ii) (x) such Stockholder’s spouse and descendants (whether natural or adopted), (y) any trust that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership is for the exclusive benefit of such Owned Shares shall passStockholder, whether by operation any of law the Persons described in clause (x) and/or any charitable foundation or otherwise, including, without limitationorganization and (z) any family partnership the partners of which consist solely of such Stockholder, such Stockholder's heirsspouse, guardians, administrators such descendants or successorssuch trusts.

No Inconsistent Arrangements. Except as contemplated by this Agreement, each Stockholder Each Securityholder hereby ---------------------------- covenants and agrees that it shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation pledge or other disposition), or consent to any transfer of, any or all of such StockholderSecurityholder's Owned Shares shares of Parent Capital Stock, or any interest therein in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, unless each Person to which any such shares of Parent Capital Stock, or any interest therein, is or create may be transferred shall have (A) executed a counterpart of this Voting Agreement; and (B) agreed to hold such shares of Capital Stock (or permit interest in such shares) subject to exist any Lien on such Owned Sharesall terms and provisions of this Voting Agreement; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares shares of Parent Capital Stock or any interest therein in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, unless each Person to which any such shares of Parent Capital Stock, or any interest therein, is or may be transferred shall have (A) executed a counterpart of this Voting Agreement; and (B) agreed to hold such shares of Parent Capital Stock (or interest in such shares) subject to all terms and provisions of this Voting Agreement, (iii) grant any proxy, power-of-of- attorney or other authorization in or with respect to such Owned Shares; shares of Parent Capital Stock in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, (iv) deposit such Owned Shares shares of Parent Capital Stock into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; shares of Parent Capital Stock in a manner inconsistent with the continued validity of this Voting Agreement and the irrevocable proxy granted pursuant hereto, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such StockholderSecurityholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, ; provided that this subsection 2(b)(v) does not apply to a Securityholder acting in his or her capacity as a condition director of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsParent.

No Inconsistent Arrangements. Except as contemplated Unless specifically required by this Agreementcourt order or by operation of law, in which case any transferee of any or all of the shares of Purchaser Stock held by either a Principal Stockholder or a Gilat Stockholder shall agree to be bound hereby, each Stockholder of the Principal Stockholders and the Gilat Stockholders hereby covenants and agrees that he shall not during the term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation pledge or other disposition), ) or consent to any transfer of, any or all shares of such Stockholder's Owned Shares Purchaser Stock beneficially owned by him, or any interest thereintherein if such transfer would result in the stockholder no longer having the power to vote or cause to be voted such shares of Purchaser Stock in favor of the Sale and the other transactions contemplated by the Acquisition Agreement (pursuant to Section 1(a) hereof), or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all shares of such Owned Shares the Purchaser Stock beneficially owned by him, or any interest therein; therein if the entering into or performance of any such contract, option or other agreement or understanding would result in the stockholder no longer having the power to vote or cause to be voted such shares of Purchaser Stock in favor of the Sale and the other transactions contemplated by the Acquisition Agreement (pursuant to Section 1(a) hereof), (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Shares; any or all of the shares of Purchaser Stock beneficially owned by him, (iv) deposit such Owned Shares any or all the shares of Purchaser Stock beneficially owned by him into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; shares, other than pursuant to this Agreement, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholderstockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Acquisition Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this expressly provided or required hereunder or under the Merger Agreement, each the Stockholder shall agrees not during the term of to, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder. Notwithstanding any of the foregoing, (x) the Stockholder may make Transfers of the Subject Shares (i) by will, operation of law, or for estate planning or charitable purposes, (ii) to stockholders, corporations, partnerships or other business entities that are direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, general or limited partners, members or managers, or to another corporation, partnership, limited liability company or other investment or business entity that controls, is controlled by or is under direct or indirect common control with the performance Stockholder, or (iii) if the Stockholder is a trust, to any beneficiary of the Stockholder or the estate of any such beneficiary; provided that in each such case, the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides Orion with a copy of such agreement promptly upon consummation of any such Transfer, (y) with respect to the Stockholder's obligations hereunder ’s Company Options which expire on or prior to the termination of this Agreement, the Stockholder may make Transfers of the Subject Shares (i) to the Company as payment for the exercise price of the Stockholder’s Company Options and (ii) as payment for taxes applicable to the exercise of the Stockholder’s Company Options and (z) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each the Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable law, pursuant to this Agreement or pursuant to the governance documents of Buyer on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing its obligations hereunder. Notwithstanding the foregoing, (i) the Stockholder may make Transfers of Subject Shares by will, operation of law, Transfers for estate planning purposes or as charitable gifts or donations, to any investment fund or other entity controlled by the Stockholder, or if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an Affiliate of the Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides Organovo with the performance a copy of such Stockholder's obligations hereunder or agreement promptly upon consummation of any such Transfer and (ii) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer including converting all or any shares of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes Preferred Stock into shares of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorsCommon Stock.

No Inconsistent Arrangements. (a) Except as otherwise contemplated by this Agreement, each permitted by the Stockholder Rights Agreement or consented to in writing by Parent, no Stockholder shall not during the term of this Agreement (i) transfer (which term shall includetransfer, without limitationsell, any saleexchange, assignment, giftassign, pledge, hypothecation hypothecate or other disposition)otherwise encumber or dispose of the Subject Shares, whether directly or indirectly, voluntarily or involuntarily or by operation of Law (each, a “Transfer”) or consent to any transfer ofTransfer, any or all of such Stockholder's Owned Shares or any interest therein, or create or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer Transfer of any or all of such Owned Subject Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Owned Covered Subject Shares; , (iv) deposit such Owned Covered Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Covered Subject Shares; , or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder and the grant of the proxy as contemplated herein. (b) This Agreement hereby revokes as of the Closing Date all prior powers of attorney and proxies appointed or granted by any Stockholder with respect to the Subject Matters at any time with respect to such Stockholder's obligations hereunder ’s Covered Subject Shares and no subsequent powers of attorney or proxies with respect to the transactions contemplated hereby Subject Matters may be appointed or granted by such Stockholder, or be effective, with respect thereto during the Merger term of this Agreement. Notwithstanding anything in In the event of any conflict between the terms of this Agreement Agreement, including the proxy granted herein, and the provisions of any other agreement or any other proxy granted with respect to the contraryvoting on any matter, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement shall control and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and such other proxy shall be binding upon any person deemed void and of no force or entity effect and such Party shall take all action necessary to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successorseffectuate the foregoing.

No Inconsistent Arrangements. Except as contemplated by this provided hereunder or under the Merger Agreement, each the Stockholder shall not during the term of not, directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable law, pursuant to this Agreement or pursuant to the governance documents of Lpath on any Subject Shares, (ib) transfer transfer, sell, assign, gift or otherwise dispose of (which term shall includecollectively, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition“Transfer”), or consent enter into any contract with respect to any transfer of, any or all Transfer of such Stockholder's Owned the Subject Shares or any interest therein, or create (c) grant or permit to exist any Lien on such Owned Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer the grant of any or all of such Owned Shares or any interest therein; (iii) grant any proxy, power-of-power of attorney or other authorization in or with respect to such Owned the Subject Shares; , (ivd) deposit such Owned or permit the deposit of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares; the Subject Shares or (ve) take any other action that that, to the knowledge of the Stockholder, would make any representation or warranty of the Stockholder herein untrue or incorrect in any way restrictmaterial respect, limit or interfere have the effect of preventing the Stockholder from performing its obligations hereunder. Notwithstanding the foregoing, (i) the Stockholder may make Transfers of Subject Shares by will, operation of law, Transfers for estate planning purposes or Transfers for charitable purposes or as charitable gifts or donations, to any investment fund or other entity controlled or managed by the Stockholder, or if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an Affiliate of the Stockholder, in which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement and either the Stockholder or the transferee provides Apollo with the performance a copy of such Stockholder's obligations hereunder or agreement promptly upon consummation of any such Transfer and (ii) the Stockholder may take all actions reasonably necessary to consummate the transactions contemplated hereby or by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, each Stockholder may transfer all or any of such Stockholder's Owned Shares to any trust, partnership or similar vehicle formed for estate, tax or family planning purposes of which such Stockholder controls and directs the vote, provided that as a condition of such transfer, such Stockholder notifies Grifols and provides Grifols with documentation reasonably satisfactory to Grifols indicating that the transferee agrees to be bound by all of the provisions of this Agreement. Each Stockholder agrees that this Agreement and each Stockholder's obligations hereunder shall attach to Stockholder's Owned Shares and shall be binding upon any person or entity to which legal or beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder's heirs, guardians, administrators or successors.