Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. The Company -------------------- agrees to include in the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. “Shareholder Approval” means the approval of the holders of a majority of the Company’s outstanding voting Common Shares, to effectuate the transactions contemplated by the February 2023 Purchase Agreements, including the issuance of all of the Common Shares underlying the February 2023 Notes, Common Shares underlying the February 2023 Warrants, and February 2023 Commitment Shares, in excess of 19.99% of the issued and outstanding Common Shares on the Closing Date (the “Exchange Cap”). The Exchange Cap is equal to 835,311 Common Shares (subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company -------------------- agrees to include shall hold a special meeting of shareholders on or before the date that is sixty (60) calendar days after an Event of Default (as defined in the proxy statement to be disseminated to Note) occurs for the shareholders purpose of obtaining Shareholder Approval, with the recommendation of the Company prior to the next annual meeting Company’s Board of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder Directors that such proposal be approved, and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser proxy statement and its associates, immediately upon acquisition all management-appointed proxyholders shall vote their proxies in favor of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. proposal. The Company shall use its reasonable best efforts to solicit from obtain such Shareholder Approval. If the shareholders Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, none of the Company eligible February 2023 Buyers shall be issued in the aggregate, pursuant to vote on such resolutions proxies the February 2023 Purchase Agreements or upon conversion or exercise, as applicable, of February 2023 Notes or February 2023 Warrants, Common Shares in favor of such resolutions and shall take all other action necessary or advisable to secure an amount greater than the vote product of the shareholders required Exchange Cap multiplied by a fraction, the numerator of which is the purchase price paid by such Buyer pursuant to approve such resolutionsthis Agreement on the Closing Date and the denominator of which is the aggregate purchase price paid by the February 2023 Buyers for the February 2023 Notes (with respect to each of the February 2023 Buyers, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such approval Buyer’s February 2023 Notes, February 2023 Warrants, or February 2023 Commitment Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the restrictions of the shareholders is not obtained at prior sentence shall apply to such annual meeting, transferee with respect to the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions portion of the Agreement Exchange Cap Allocation allocated to such transferee. In the event that any holder of February 2023 Notes or February 2023 Warrants shall remain convert or exercise all of such holder’s February 2023 Notes or February 2023 Warrants into a number of Common Shares which, in full force the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning number of Common Shares actually issued to such holder shall be allocated to the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman respective Exchange Cap Allocations of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as remaining holders of March 17, 1992 (this "Amendment") February 2023 Notes and February 2023 Warrants on a pro rata basis in proportion to the Stock Purchase Agreement, dated as aggregate principal amount of May --------- 11, 1991, as amended February 2023 Notes then held by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCeach such holder., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Unless (a) the Trading Market notifies the Company -------------------- agrees to include that Shareholder Approval is not required for the issuance in the proxy statement to be disseminated to the shareholders full of all of the Underlying Shares (including the New Warrant) and (b) the Company prior provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, the Company shall use reasonable best efforts to obtain Shareholder Approval for such issuance at its next annual meeting of the Company both stockholders to be held not later than August 31, 2005 (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that "2005 Annual Meeting"). If the Company shall have no obligation to include in does not obtain such shareholders' resolution any such shares of Common Stock that would entitle Shareholder Approval at the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingAnnual Meeting, the Company shall redeem call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions earlier of the Agreement shall remain date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full force and effect. This amendment supercedes of all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 Underlying Shares (this "Amendment") to including the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company"New Warrant) and COBE LABORATORIES(ii) the Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Debentures in full or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants in full, INCthe Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (whether at the time of such issuance or by virtue thereof at a later time) for less than $1.25, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees shall hold a shareholder meeting to include in approve the proxy statement issuance of the Shares pursuant to be disseminated this Agreement as promptly as possible following the execution of this Agreement and use its best efforts to solicit such approval. The Company shall also use its best efforts to take all other actions and obtain all other consents or waivers necessary to enable it to consummate the shareholders transactions contemplated by this Agreement as promptly as possible following the execution of this Agreement, including ensuring that no state takeover law or anti-takeover provision of the Company prior is applicable to the next annual meeting transactions contemplated by this Agreement. In that regard, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") and all other appropriate governmental agencies a proxy statement and all other documents or amendments thereto required or necessary to solicit shareholder approval of the issuance of the Shares pursuant to this Agreement. The Company both (1) a resolution shall provide the Investors with an opportunity to confer voting rights review and comment on such documents and amendments and correspondence to and from the SEC. The Company shall recommend to its shareholders that they approve the issuance of the Shares pursuant to this Agreement. From the date of this Agreement until the earlier of the issuance of the Shares to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser Investors pursuant to this Agreement or the Shareholders' termination of this Agreement, except that the Company shall have no obligation not solicit or negotiate any proposal, disclosure or communication to include in such shareholders' resolution the Company of any takeover proposal which would preclude the consummation of the transactions contemplated hereby or any alternative transaction to the transactions contemplated by this Agreement. The Company shall promptly notify the Investors of any such actions taken by third parties. Softbank agrees to vote all its shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion favor of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. transactions contemplated by this Agreement. The Company shall use its best efforts to solicit from the shareholders obligations of the Company eligible and Softbank set forth in this Section 8 shall not be affected by the commencement, public proposal, public disclosure or communication to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions by any third party of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions any takeover proposal or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") any alternative transaction to the Stock Purchase transactions contemplated by this Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees to include take, in accordance with applicable Law and the proxy statement Company Articles and the Company Bylaws, all action necessary to be disseminated convene as soon as practicable after the Form S-4 is declared effective (but in no event later than forty-five (45) days after the Form S-4 is declared effective), a special meeting or meetings of its shareholders duly called and held for such purposes (the “Company Shareholder Meeting”) to consider and to obtain the shareholders Company Shareholder Approval. Subject to Section 6.9(b)-(c), the Board of Directors of the Company shall at all times prior to the next annual and during such special meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder recommend such approval and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its reasonable best efforts to solicit from such approval by its shareholders (the shareholders “Company Board Recommendation”). Without limiting the generality of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingforegoing, the Company shall redeem the Preferred Stock unless this Agreement has terminated in accordance with its terms. Except as expressly modified hereby, all provisions this Agreement and the Merger shall be submitted to the Company’s shareholders at the Company Shareholder Meeting whether or not (x) the Board of Directors of the Company shall have effected an Adverse Change of Recommendation or (y) any Company Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Meeting; provided that the Company may, without the prior written consent of Parent, adjourn or postpone the Company Shareholder Meeting (A) if on the date on which the Company Shareholder Meeting is originally scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Shareholder Approval, the Company shall adjourn the Company Shareholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall not be less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement shall remain continue to use all reasonable best efforts, together with its proxy solicitor, to assist in full force and effectthe solicitation of proxies from shareholders relating to the Company Shareholder Approval, (B) after consultation with Parent, if the failure to adjourn or postpone the Company Shareholder Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required supplement or amendment to the Proxy Statement, or (C) after consultation with the Company, for a single period not to exceed ten (10) Business Days, to solicit additional proxies if necessary to obtain the Company Shareholder Approval. This amendment supercedes all Parent may require the Company to adjourn, delay or postpone the Company Shareholder Meeting once for a period not to exceed thirty (30) calendar days (but prior agreements, discussions or correspondence between to the parties concerning date that is two (2) Business Days prior to the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment"End Date) to solicit additional proxies necessary to obtain the Stock Purchase AgreementCompany Shareholder Approval. Once the Company has established the Record Date, dated as the Company shall not change such record date or establish a different record date for the Company Shareholder Meeting without the prior written consent of May --------- 11Parent, 1991, as amended unless required to do so by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (applicable Law or the "Company") and COBE LABORATORIES, INCCompany Articles or the Company Bylaws., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) The Company -------------------- agrees to include in the proxy statement to be disseminated to shall call and hold a meeting of the shareholders of the Company for the purpose of voting upon the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held as promptly as practicable following the earliest of the date on which the SEC staff advises the Company that it has no further comments on the Proxy Statement and the Schedule 13e-3 or that it is not reviewing the Proxy Statement and the Schedule 13e-3. The date of the Company Shareholders’ Meeting and the record date therefor shall be set in consultation with EMCC. The Company shall not postpone or adjourn the Company Shareholders’ Meeting, except to the extent required by applicable Law or as requested by EMCC pursuant to the following sentence to permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company. If, prior to the next annual meeting Company Shareholders’ Meeting, there has not been a sufficient number of proxies submitted to constitute the Required Shareholder Vote, the Company shall, at EMCC’s written request and expense, postpone or adjourn the Company Shareholders’ Meeting one time and for no longer than 30 days. Each party shall keep the other parties reasonably updated with respect to proxy solicitation results. Notwithstanding any provision of this Agreement to the contrary, unless this Agreement shall have been terminated prior to the date of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock ’ Meeting in accordance with its terms. Except as expressly modified hereby, all provisions the obligation of the Agreement Company to call, give notice of, convene and hold the Company Shareholders’ Meeting in accordance with this Section 5.3 shall remain not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by the making of an Adverse Company Recommendation. (b) EMCC shall vote, or cause to be voted, any shares of Common Stock beneficially owned by it or any of its Affiliates or with respect to which it has the power (by agreement, proxy or otherwise) to cause to be voted, in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman favor of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11approval of this Agreement, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as the Merger and the other transactions contemplated hereby at the Company Shareholders’ Meeting and at all adjournments or postponements thereof and against any other action or agreement that would reasonably be expected to (A) result in any of March 17, 1992 (this "Amendment") the conditions to the Stock Purchase consummation of the Merger under this Agreement not being fulfilled, or (B) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by this Agreement; provided, however, that, if the Special Committee has made an Adverse Company Recommendation in accordance with this Agreement that has not been rescinded or otherwise withdrawn, then EMCC may, but shall not be required to, vote in favor of the approval of this Agreement. With respect to such shares, EMCC agrees that any action to approve this Agreement, dated as the Merger or the other transactions contemplated hereby shall be made only at a duly convened meeting of May --------- 11shareholders of the Company for such purpose and that EMCC shall not act by written consent in lieu of a meeting to approve this Agreement, 1991the Merger or the other transactions contemplated hereby. (c) During the period commencing upon the execution and delivery of this Agreement and ending at the Effective Time, EMCC shall not, and shall cause its Affiliates not to, sell, assign, encumber or otherwise transfer any shares of Common Stock owned of record or beneficially by EMCC or such Affiliate, as amended by Amendment No. 1applicable, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (other than encumbrances granted in the "Company") and COBE LABORATORIES, INCordinary course of business consistent with past practices so long as no such encumbrances granted in the ordinary course shall restrain EMCC from voting any shares of Common Stock as required under this Agreement., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees to include in the proxy statement to be disseminated to the shareholders If, as a result of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' AgreementOffer, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power Top-Up Option, if any, or otherwise, Purchaser directly or indirectly owns one Share more than 80% of the Company outstanding Shares, BSRO, Purchaser and Pep Boys will consummate the Merger under the short-form merger provisions of the PBCL without prior notice to, or any action by, any other shareholder of Pep Boys as soon as practicable after the Offer Closing, subject to the satisfaction or waiver of the remaining conditions set forth in the election Merger Agreement. If Purchaser does not acquire at least one Share more than 80% of the outstanding Shares (pursuant to the Offer, the exercise of the Top-Up Option, if any, or otherwise), BSRO and Purchaser will seek approval of the Merger and adoption of the Merger Agreement by Pep Boys' shareholders. Approval of the Merger and adoption of the Merger Agreement requires the affirmative vote of at least a majority of the votes cast by holders of outstanding Shares entitled to vote in thereon, including the Shares owned by Purchaser, BSRO and its wholly owned subsidiaries. Thus, assuming that the Minimum Condition is satisfied, upon consummation of the Offer, Purchaser, BSRO and its wholly owned subsidiaries would own sufficient Shares to enable Purchaser, BSRO and its wholly owned subsidiaries, without the affirmative vote of any other shareholder of Pep Boys, to satisfy the shareholder approval requirement to approve the Merger and adopt the Merger Agreement. Pursuant to the Merger Agreement, if the approval of the Merger and adoption of the Merger Agreement by the holders of Shares is required by law (the "Shareholder Approval"), then, in accordance with the articles of incorporation of Pep Boys and applicable law, Pep Boys will, for the purpose of obtaining the Shareholder Approval, duly set a record date for, call, give notice of, convene and hold a special meeting of Pep Boys' shareholders as promptly as reasonably practicable following the date upon which the proxy or information statement relating to the Shareholder Table of Contents Approval is cleared by the SEC. BSRO and Purchaser have agreed that, at the special meeting, all of the Shares acquired pursuant to the Offer or otherwise owned by BSRO or any of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies subsidiaries will be voted in favor of such resolutions and shall take all other action necessary or advisable to secure the vote adoption of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Merger Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The (a) If the Company -------------------- agrees shall fail to include obtain shareholder approval described in Section 7 of the Notes and Section 6(c) of the designation of rights, powers and preferences governing the Series C Convertible Preferred Stock issuable in connection with the Bridge Financing (the "Shareholder Approval") in accordance with rules of the Nasdaq Stock Market on or before September 30, 2001, then the holders of not less than 50% of the outstanding Warrants may, by delivery of written notice to the Company, elect to take either or both of the following actions with respect to the Warrants: (i) Accelerate the Initial Warrant Exercise Date to October 1, 2001 or such later date (the "Acceleration Date") as shall be specified in the proxy statement to be disseminated written notice to the shareholders Company; or (ii) Cause the Company to redeem all of the Company prior Warrants at a redemption price per Warrant equal to the next annual meeting greater of the Company both (1) 200% of the Exercise Price or (2) the difference between the Exercise Price and the market price of the Common Stock on the earlier of September 30, 2001 or the date of the meeting at which Shareholder Approval was not obtained (the "Mandatory Redemption Price"). The Mandatory Redemption Price shall be payable, at the option of the Company, in cash or in Warrant Shares at the then current market price of the Company's Common Stock, provided that (i) a resolution registration statement covering the Warrant Shares filed under the Securities Act has been declared effective and remains effective for at least 90 days following the date fixed for redemption of the Warrants (the "Mandatory Redemption Date") and (ii) no lock-up agreement with the Company or its underwriter or agent would prohibit the sale or transfer of the Warrant Shares (b) If the Company is required to confer voting redeem the Warrants pursuant to Section 15(a) hereof (the "Mandatory Redemption"), then the Company shall, (i) within 10 days of the date the holder delivers written notice of the election to the Company (the "Election Date"), mail a written notice (the "Mandatory Redemption Notice") to each Registered Holder of the Warrants, first class, postage prepaid, at his last address as shall appear on the records by the Company. The Mandatory Redemption Notice shall specify (1) the Mandatory Redemption Date, which shall be 20 days after the Election Date, (2) the Mandatory Redemption Price, (3) whether the Warrants will be redeemed in cash or for shares of Common Stock, (4) the place where Warrant Certificates shall be delivered and the redemption price paid, and (5) that the right to exercise any Warrants being redeemed shall terminate at 5:00 P.M. (New York time) on the business day preceding the Mandatory Redemption Date; (ii) from and after the Mandatory Redemption Date, at the place specified in the Mandatory Redemption Notice, upon presentation and surrender to the Company by or on behalf of the Registered Holder thereof of one or more Warrant Certificates evidencing Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such Registered Holder a sum of cash or a number of shares of Common Stock equal to the Mandatory Redemption Price of each such Warrant. From and after the Mandatory Redemption Date and upon the deposit or setting aside by the Company of a sum of cash or of shares of Common Stock sufficient to redeem all the Warrants called for redemption, any Warrants called for redemption shall expire and become void and all rights hereunder and under the Warrant Certificates representing such Warrants, except the right to receive payment of the Mandatory Redemption Price upon the surrender of such Warrant Certificates, shall cease. Notwithstanding anything contained in Section 15(b) to the contrary, if the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company are no longer listed for trading on the Nasdaq Stock Market or the Company has received a waiver from Nasdaq with respect to the Conversion Limitation (as defined in Section 7 of the election Notes) and/or the Shareholder Approval, then the provisions of its directors equal to one-third or more of all such voting power, Subsections 15(a)(i) and (2ii) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCno longer be applicable., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) No later than [·], the Company shall duly call, give notice of, establish a record date for, convene and hold its [·] annual shareholders’ meeting (the “Shareholders’ Meeting”), for the purpose of, among other matters, voting upon approval and adoption of the Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders required to appoint the Board Representative) (the “Shareholder Approval”). The Company -------------------- agrees shall: (A) through its Board recommend to its shareholders the approval and adoption of the Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders required to appoint the Board Representative) (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, ; and (2C) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from obtain the shareholders Shareholder Approval. The Purchasers shall vote to approve the Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the Company’s shareholders required to approve such resolutionsappoint the Board Representative) at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. In Neither the event that such approval Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the shareholders time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not obtained at received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval and, following such annual meetingadjournment or postponement, the Company shall redeem solicit proxies representing a sufficient number of shares to obtain the Preferred Shareholder Approval. Following the first of either such adjournment or postponement, if requested by a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, such Purchaser in connection with obtaining the Shareholder Approval. (b) After obtaining the Shareholder Approval, the Company shall as promptly as reasonably practical, file the Non-Voting Common Stock in accordance Articles Supplementary with its terms. Except the Maryland Department of Assessments and Taxation, as expressly modified hereby, all provisions required by applicable Law and provide each Purchaser a certificate from the Maryland Department of Assessments and Taxation evidencing that the Agreement shall remain Non-Voting Common Stock Articles Supplementary is in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between effect as of a date within five (5) Business Days after the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman date of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCShareholders’ Meeting., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees Within 31 days after the date hereof, Solect shall take all action necessary, subject to include and in accordance with applicable law, its articles of continuance and bylaws and any outstanding shareholder agreements, to obtain the approval and adoption of this Agreement, the Share Restructuring Plan (including the articles of amendment giving effect thereto) and related matters by Solect's shareholders. Solect shall provide to Amdocs reasonable opportunity to review and comment on any material (collectively, the "Information Statement") proposed to be mailed to Solect's shareholders and/or other security holders in connection with the foregoing approval. Such approval has been recommended by Solect's Board of Directors and management. Concurrently with the execution of this Agreement, Southwest Sun, Inc., KL Group, Inc., Xxxxx Xxxxx, TCV Solect (A) SRL, TCV Solect (B) SRL, TCV Solect (C) SRL, Science Applications International Corporation, BCS Investment SRL, WPG Networking-Software SRL and Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity Funding, Inc. (collectively, the "Solect Principal Securityholders") have executed a Principal Securityholders' Agreement in the proxy statement to be disseminated to form of Exhibit 4.4 (the shareholders of the Company prior to the next annual meeting of the Company both "Securityholder Agreement"), agreeing, among other things, (1i) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in if such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such sharessecurity holder holds Solect Convertible Securities, to exercise or direct convert such securities into Solect Common Shares prior to the exercise Effective Time, (ii) to vote in favor of the voting power Share Restructuring Plan and the trans actions contemplated by this Agreement, (iii) to take all action necessary to waive any notice or other time periods contemplated by any agreement that could result in a delay of the Company date of the shareholders meeting required to approve the transactions contemplated hereby or that could otherwise result in a delay of the election consummation of its directors equal to one-third or more of all such voting powerthe transactions contemplated hereby, and (2iv) a resolution approving to terminate the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingShareholders Agreement, the Company shall redeem Investor's Rights Agreement and the Preferred Stock Management Rights Agreement (as such terms are defined in accordance with its terms. Except as expressly modified hereby, all provisions of Article 8) upon the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCEffective Date., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees to include After the Company- Directed Period (as defined in the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' AgreementCertificate), except that the Company shall have no obligation provide each stockholder entitled to include in such shareholders' resolution any such shares vote at the next meeting of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise stockholders of the voting power Company, which meeting shall occur on or before the date which is 90 days after the Proxy Statement Triggering Date (as defined below) (the "Stockholder Meeting Deadline"), a proxy statement soliciting each such stockholder's affirmative vote at such stockholder meeting for approval of the Company in the election of its directors equal to one-third or more Company's issuance of all such voting powerof the Securities as described in this Agreement, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to (i) solicit from its stockholders' approval of such issuance of the shareholders Securities and (ii) cause the Board of Directors of the Company eligible to vote on recommend to the stockholders that they approve such resolutions proxies proposal. If the Company fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline, then, as partial relief (which remedy shall not be exclusive of any other remedies available at law or in favor equity), the Company shall pay to each holder of such resolutions and shall take all other action necessary or advisable shares of Preferred Stock an amount in cash per share of Preferred Stock equal to secure the vote product of (i) $1,000; multiplied by (ii) 0.02; multiplied by (iii) the quotient of (x) the number of days after the Stockholder Meeting Deadline that a meeting of the shareholders required Company's stockholders is not held, divided by (y) 30. The Company shall make the payments referred to approve in the immediately preceding sentence within five days of the earlier of (I) the holding of the meeting of the Company's stockholders, the failure of which resulted in the requirement to make such resolutionspayments, and (II) the last day of each 30-day period beginning on the Stockholder Meeting Deadline. In the event that the Company fails to make such approval payments in a timely manner, such payments shall bear interest at the rate of 2.0% per month (pro rated for partial months) until paid in full. As used herein, "Proxy Statement Triggering Date" shall mean the first date after the end of the shareholders is not obtained at such annual meeting, Company-Directed Period on which the Company shall redeem sum of (A) the number of Underlying Shares issued and (B) the number of Underlying Shares issuable upon conversion of all the outstanding shares of Preferred Stock based on the Conversion Price (as defined in accordance with its terms. Except the Certificate), and upon exercise of all the outstanding Warrants based on the Warrant Price (as expressly modified herebydefined in the Warrants) in effect on the date of such determination (without regard to any limitation upon the conversion of any shares of Preferred Stock or exercise of Warrants), all provisions equals or exceeds 15% of the Agreement shall remain in full force number of shares of Common Stock issued and effect. This amendment supercedes all outstanding immediately prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCInitial Closing Date., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees shall hold a special or annual meeting of shareholders of the Company (the "Shareholder Meeting"), which shall be promptly called and held not later than December 1, 2005 (the "Shareholder Meeting Deadline"), seeking such shareholder approval of resolutions providing for the Company's issuance of all of the Securities (including resolutions in accordance with ASX Listing Rule 7.1) in accordance with the rules of the Principal Market and Australian Securities Law in connection with (i) the transactions contemplated by this Agreement and (ii) the Acquisition (such approval being referred to include herein as the "Shareholder Approval", and the date of such approval, the "Shareholder Approval Date"), and the Company shall solicit its shareholders' approval of such resolutions and recommend to the shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline and the Buyers do not elect to deem the failure to obtain the Shareholder Approval a breach of this covenant (in their sole discretion), the proxy statement Company shall cause two (2) additional Shareholder Meetings to be disseminated held every six months thereafter until such Shareholder Approval is obtained. For the purpose of preparing the notices calling the Shareholder Meeting, each Buyer shall provide to the Company, upon reasonable request by the Company, such information about the Buyer that is required to be disclosed to the shareholders of the Company in accordance with the Australian Securities Laws, and which the Company cannot otherwise obtain from publicly available sources. Notwithstanding any other provision in this Agreement, in the event that the Company fails to obtain the Shareholder Approval on or prior to the next annual meeting Closing Date and the Buyers elect to proceed with Closing, the Company will issue to the Buyers at the option of each Buyer, on Closing, a convertible note and warrants on the same terms and conditions as the Note and the Warrants but for a principal value (in the case of the Company both Note) elected by such Buyer and for such number of Warrant Shares (1in the case of the Warrants) a resolution to confer voting rights to the shares of Common Stock issuable upon elected by such Buyer, pro-rata, that would result, on conversion of the Preferred Stock purchased by the Purchaser hereunder convertible note and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power warrant (and, if the ASX determines, on the issue of any Interest Shares), in the issue of not more than the maximum number of shares able to be issued by the Company without it breaching ASX Listing Rule 7.1 and any applicable rules of the Principal Market. From time to time, as soon as either (i) the Company obtains the Shareholder Approval, or (ii) the Company is otherwise able to issue additional shares without breaching ASX Listing Rule 7.1 and any applicable rules of the Principal Market, the Company must issue to each Buyer at the request of such Buyer an additional convertible note and additional warrants ("Additional Securities") on the same terms and conditions as the Note and the Warrants but for a principal value (in the election case of its directors the convertible note) and for such number of Warrant Shares (in the case of the warrants), pro-rata, equal to one-third an amount not in excess of the lesser of (i) the value or more of all such voting poweramount that would result, and (2) a resolution approving the convertibility and on conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D convertible note and exercise of the By-Laws warrant, in the issue of the National Association maximum number of Securities Dealersshares able to be issued by the Company without it breaching ASX Listing Rule 7.1 , Inc. The Company shall use its best efforts to solicit from the shareholders any applicable rules of the Company eligible to vote on such resolutions proxies in favor of such resolutions Principal Market and shall take all other action necessary or advisable to secure the vote any provision of the shareholders Corporations Act; or (ii) the value equal to the total face value of each of the Note and Warrant that would have been required to approve such resolutionshave been issued under Section 1(a) if Shareholder Approval has been obtained, less the value of any notes or warrants already issued to the Buyers under this Section 4(p). In the event that such approval connection with each issuance of the shareholders is not obtained at such annual meetingAdditional Securities, the Company shall redeem the Preferred Stock file additional registration statements in accordance with its terms. Except as expressly modified hereby, all provisions the terms of the Registration Rights Agreement shall remain (with the Effectiveness Deadline being 180 days after the issuance of any such Registrable Securities) registering the sale of all securities underlying any Additional Securities received by any Buyer pursuant to this Section 4(p) not previously included in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between a registration statement in accordance with the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman terms of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NORegistration Rights Agreement. 2 TO THE MAY 11From and after the date hereof, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as the Company must not issue any Securities that would prevent it from issuing Notes and Warrants to any of March 17, 1992 (the Buyers under this "Amendment"Section 4(p) until the Buyers have received notes with a face value equal to the Stock Purchase Agreement, dated as face value of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (Notes that would have been required to have been issued under Section 1(a) if Shareholder Approval had been obtained and such number of warrants equal to the "Company"number of Warrants that would have been required to have been issued under Section 1(a) and COBE LABORATORIES, INCif Shareholder Approval had been obtained., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees As promptly as practicable after the date hereof, Parent shall take all actions necessary in accordance with the Minnesota Business Corporation Act and its Articles of Incorporation and bylaws to include in duly call, give notice of, convene and hold a meeting of its shareholders to consider and vote upon (i) a proposal to approve the proxy statement to be disseminated to the shareholders principal terms of the Company prior Merger, (ii) a proposal to approve the next annual meeting issuance of the Company both (1) a resolution to confer voting rights to Parent Preferred Stock and the shares of Common Stock of Parent issuable upon conversion thereof, and (iii) the election of a Board of Directors composed of the Preferred Stock purchased by following persons: Jessx Xxxxx, Xxnixx Xxxxxx, Xxof. Xxxxx Xxxxxx, Stepxxx Xxxx, Xxrrx Xxxxxx, Xxry Xxxxxxxxx, Xxotx Xxxxxxxx, Xxe Xxxxx xxx Franx Xxxx. Xxrent shall set the Purchaser hereunder record date for such special meeting as soon as practicable following the date hereof. Parent shall use reasonable efforts to solicit and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement obtain at or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition advance of such sharesmeeting the voting proxies from its shareholders sufficient to approve the proposals set forth above. Parent will cause a Proxy Statement to be prepared, filed with the SEC and submitted to exercise or direct the exercise Parent Shareholders in accordance in all material respects with all applicable laws and regulations. The Proxy Statement will contain the unanimous recommendation of the voting power Board of Directors of the Company regarding each of the proposals set forth above. Parent has delivered to the Company, concurrently with the execution of this Agreement, executed Voting Agreements in the election form attached hereto as Exhibit B from holders with beneficial ownership of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion 90% of the number of outstanding shares of Parent Common Stock and Parent Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutionsthe proposals set forth above. In Parent shall provide the event that such approval of the shareholders is not obtained at such annual meeting, Proxy Statement to the Company and its counsel for review and comment (and shall redeem make such changes thereto as are reasonably requested by the Preferred Stock in accordance with Company or its terms. Except as expressly modified herebycounsel), all provisions of prior to providing the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") Proxy Statement to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (SEC or the "Company") and COBE LABORATORIES, INCParent Shareholders., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees shall immediately take all action necessary to include in increase the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the Company’s authorized shares of Common Stock issuable upon conversion to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding. Without limiting the generality of the Preferred Stock purchased by foregoing sentence, as soon as practicable after the Purchaser hereunder date of hereof, but in no event later than one hundred and any other twenty (120) days after the date hereof, the Company shall hold a meeting of its stockholders for the approval to increase the amount of authorized shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement550 million shares (“Shareholder Approval”), except provided that the Company shall have no obligation may obtain Shareholder Approval via written consent and the filing of an information statement pursuant to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise requirements of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutionsExchange Act. In the event that connection with such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the Preferred Stock in accordance with its termsstockholders that they approve such proposal. Except as expressly modified herebyIf the Company does not obtain Shareholder Approval at the first meeting, all provisions the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the Agreement date Shareholder Approval is obtained or the Debentures are no longer outstanding. Notwithstanding anything in the Transaction Documents to the contrary, until Shareholder Approval is obtained and deemed effective, each Purchaser shall remain in full force be only entitled to convert its Debentures and/or exercise its Warrants up to an aggregate amount equal to the product of 7,000,000 (subject to adjustment for reverse and effect. This amendment supercedes all prior agreements, discussions or correspondence between forward stock splits and the parties concerning like) (“Authorized Reserved”) multiplied by quotient obtained by dividing (x) the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman original principal amount of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as Purchaser’s Debenture by (y) the aggregate original principal amount of March 17, 1992 all Debentures issued on the Closing Date under this Agreement (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"“Issuable Maximum”). ---------Each Purchaser may allocate its pro-rata portion of the Issuable Maximum among Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Purchaser (or its permitted assign) no longer holds any Debentures or Warrants and the amount of shares issued to such Purchaser pursuant the Purchaser’s Debentures and Warrants was less than the Purchaser’s pro-rata share of the Issuable Maximum. If prior to Shareholder Approval authorized shares become available for reservation that were not available on the date hereof, such authorized shares shall first be reserved for the issuance of shares underlying the Debentures and Warrants and accordingly the Authorized Reserved and each Purchaser’s Issuable Maximum shall increase proportionally.

Shareholder Approval. “Shareholder Approval” means the approval of the holders of a majority of the Company’s outstanding voting Common Stock, to effectuate the transactions contemplated by (i) the securities purchase agreement entered into by the Company on or around February 23, 2023 (the “Prior Purchase Agreement”) with a previous investor (the “Prior Buyer”, and together with the Buyer, the “Buyers”), as further described in the Company’s Form 8-K filed on March 1, 2023 (and to issue all Common Stock in connection with such Prior Purchase Agreement as well as the Common Stock underlying the promissory note (the “Prior Note”) and common stock purchase warrant issued pursuant to the Prior Purchase Agreement), and (ii) this Purchase Agreement, including but not limited to the issuance of the Commitment Shares and all of the Common Stock underlying the Note and Warrant, in excess of 27,720,448 shares of Common Stock (the “Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). Further, the Buyer hereby acknowledges and agrees that the portion of the Exchange Cap allocated to Buyer hereunder for the issuance of the shares of Common Stock under this Agreement, Note, and Warrant (including but not limited to the Conversion Shares, Exercise Shares, and Commitment Shares) shall be limited to 10,000,000 shares of Common Stock (the “Allocated Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company -------------------- agrees to include shall hold a special meeting of shareholders on or before the date that is ninety (90) calendar days after the date that the Allocated Exchange Cap is reached for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, the Buyer shall not be disseminated issued in the aggregate, pursuant to this Purchase Agreement or upon conversion or exercise, as applicable, of the Note or Warrant, shares of Common Stock in an amount greater than the Allocated Exchange Cap. In the event that Buyer shall sell or otherwise transfer any of Note, Warrant, or Commitment Shares, the transferee shall be allocated a pro rata portion of the Allocated Exchange Cap, and the restrictions herein shall apply to such transferee with respect to the shareholders portion of the Allocated Exchange Cap allocated to such transferee. In the event that the entire Note and Warrant is converted and exercised into a number of Common Shares which, in the aggregate and combined with the Commitment Shares, is less than the Allocated Exchange Cap, then the difference between the Allocated Exchange Cap and the number of Common Shares actually issued to Buyer shall be allocated to the Prior Buyer. Except under any agreement with the Buyer or pursuant to any agreement entered into by the Company prior to the next annual meeting date of this Agreement, the Company shall not issue any Common Stock or Common Stock Equivalents (as defined in this Agreement) beginning on the date of the Closing and continuing through the date that is fifteen (15) calendar days after the date of the Closing. “Common Stock Equivalents” shall mean any securities of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associatesholder thereof to acquire at any time Common Stock, immediately upon acquisition of such sharesincluding without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting powerreceive, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCStock., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The (a) Company -------------------- agrees to include take, in accordance with applicable Law, the proxy statement applicable rules of Nasdaq and the Certificate of Incorporation and Bylaws of Company, all action necessary to be disseminated to the shareholders of the Company prior to the next annual convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the Company both (1time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) a resolution to confer voting rights to consider and vote upon the shares approval of Common Stock issuable upon conversion of this Agreement and the Preferred Stock purchased by the Purchaser hereunder transactions contemplated hereby and any other shares matters required to be approved by Company’s shareholders in order to permit consummation of Common Stock acquired the transactions contemplated hereby (including any adjournment or postponement, the “Company Meeting”) and shall take all lawful action to solicit such approval by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. . The Company shall use its commercially reasonable best efforts to solicit from obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited in compliance with the DGCL, the Certificate of Incorporation and Bylaws of the Company, and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting other than a proposal relating to an advisory vote on executive compensation as may be required under Rule 14a-21(c) under the Exchange Act. (b) Except to the extent provided otherwise in Section 5.09, the Company Board shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the shareholders of Company and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by the Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Buyer or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutionsRecommendation. In the event that there is present at such approval meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so would result in a breach of the shareholders is not obtained at such annual meeting, fiduciary duties of Company Board. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company shall redeem the Preferred Stock in accordance with its terms. Except Meeting as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended reasonably requested by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCBuyer., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees (i) As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Acquiror shall (a) duly give notice of and (b) use reasonable best efforts to include duly convene and hold a meeting of its shareholders (the “Acquiror Shareholders Meeting”) in accordance with the proxy statement Acquiror Organizational Documents, for the purposes of obtaining the Acquiror Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect a Acquiror Shareholder Redemption. Acquiror shall, through the unanimous approval of the Acquiror Board, recommend to its shareholders (the “Acquiror Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Merger) (the “Business Combination Proposal”); (ii) the adoption and the approval of the Domestication in accordance with applicable Law (the “Domestication Proposal”); (iii) the adoption and approval of the issuance of the Acquiror Common Stock (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the Acquiror Common Stock to be disseminated issued pursuant to the shareholders Merger) in connection with the transactions contemplated by this Agreement as required by NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq) listing requirements (the “Exchange Proposal”); (iv) the adoption and approval of the Company Acquiror Charter (the “Required Governing Document Proposal”); (v) the adoption and approval of certain differences between the Acquiror Governing Documents prior to the next annual meeting Domestication and the proposed Acquiror Charter and the proposed Acquiror Bylaws; (vi) the adoption and approval of the Company both Acquiror Incentive Equity Plan (1the “Incentive Equity Plan Proposal”); (vii) a resolution to confer voting rights the adoption and approval of each other proposal that either the SEC or NYSE (or, if applicable in accordance with Section 7.07(b), Nasdaq) (or the respective staff members thereof) indicates is necessary in its comments to the shares Registration Statement / Proxy Statement or in correspondence related thereto; (viii) the adoption and approval of Common Stock issuable upon conversion each other proposal reasonably agreed to by Acquiror and the Company as necessary or appropriate in connection with the consummation of the Preferred Stock purchased transactions contemplated by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' AgreementTransaction Agreements; and (ix) the adoption and approval of a proposal for the adjournment of the Acquiror Shareholders Meeting in accordance with the Acquiror Organizational Documents, except for reasons including but not limited to, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”), (such proposals in (i) through (ix) together, the “Transaction Proposals”). The Acquiror Board may postpone the Acquiror Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the Transaction Proposals. The Acquiror may adjourn or postpone, as applicable and in accordance with the Acquiror Organizational Documents, the Acquiror Shareholders Meeting (A) to solicit additional proxies for the purpose of obtaining the Acquiror Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Acquiror has determined, based on the Company advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Acquiror Holders prior to the Acquiror Shareholders Meeting or (D) if the Public Shareholders have elected to redeem a number of Acquiror Shares as of such time that would reasonably be expected to result in the condition set forth in Section 9.01(h) not being satisfied; provided that, without the consent of the Company, in no event shall Acquiror adjourn or postpone the Acquiror Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned or postponed (as applicable) meeting or to a date that is beyond the Termination Date. The Acquiror Board Recommendation contemplated by this paragraph shall be included in the Registration Statement / Proxy Statement; provided, that, notwithstanding the foregoing, at any time prior to obtaining approval of the Transaction Proposals, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have no determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law and following such Change in Recommendation the obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of the Transaction Proposals shall terminate; provided further, that (subject to Section 8.02(b)(ii)) the Acquiror Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation unless (A) Acquiror delivers to the Company a written notice (an “Acquiror Intervening Event Notice”) advising the Company that the Acquiror Board proposes to take such resolutions action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, and (B) at or after 5:00 p.m., Eastern Time, on the fourth (4th) day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (such period from the time the Acquiror Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the fourth (4th) day immediately following the day on which Acquiror delivered the Acquiror Intervening Event Notice (it being understood that any material development with respect to an Acquiror Intervening Event shall take all require a new notice but with an additional three (3) day (instead of four day) period from the date of such notice), the “Acquiror Intervening Event Notice Period”), the Acquiror Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law. If requested by the Company, Acquiror will and will use its reasonable best efforts to cause its Representatives to, during the Acquiror Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for a Change in Recommendation. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 or elsewhere in this Agreement (other action necessary or advisable than as otherwise set forth in this Section 8.02(b)(i)). Acquiror agrees that its obligation to secure establish a record date for, duly call, give notice of, convene and hold the vote Acquiror Shareholders Meeting for the purpose of voting on the shareholders required Transaction Proposals shall not be affected by any Change in Recommendation, and Acquiror agrees to approve such resolutions. In establish a record date for, duly call, give notice of, convene and hold the event that such Acquiror Shareholders Meeting and submit for the approval of its shareholders the shareholders is matters contemplated by the Registration Statement / Proxy Statement, regardless of whether or not obtained at there shall be any Change in Recommendation. Acquiror shall keep the Company reasonably informed regarding all matters relating to the Transaction Proposals and the Acquiror Shareholders Meeting, including by promptly furnishing any voting or proxy solicitation reports received by Acquiror in respect of such annual meetingmatters and similar updates regarding any redemptions. (ii) Notwithstanding Section 8.02(b)(i), the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all Acquiror Intervening Event Notice Period will end forty-eight (48) hours prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the final time holders of Acquiror Class A Common Stock Purchase can tender their shares pursuant to the Acquiror Shareholder Redemption. (iii) As promptly as reasonably practicable (and in any event within one Business Day) following the date of this Agreement, dated as of May --------- 11, 1991Acquiror, as amended by Amendment No. 1the sole stockholder of Merger Sub, dated May 24will approve and adopt this Agreement, 1991, between REN CORPORATION-USA, the Transaction Agreements to which Merger Sub is or will be a Tennessee corporation party and the transactions contemplated hereby and thereby (including the "Company") and COBE LABORATORIES, INCMerger)., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. Under the HBCA, the approval of the Company Board and the affirmative vote of the holders of a simple majority of the outstanding Shares are required to adopt and approve the Merger Agreement and the transactions contemplated thereby. The Merger Agreement, however, requires that the Purchaser acquire a simple majority of all of the outstanding Shares not already owned by Purchaser or its affiliates. This condition may be waived by Purchaser or Parent after consultation with the Special Committee if Purchaser has acquired a simple majority of the outstanding Shares, including those previously owned by Purchaser or its affiliates. The Company -------------------- agrees to include has represented in the proxy statement Merger Agreement that the execution and delivery of the Merger Agreement by the Company and the consummation by the Company of the transactions contemplated by the Merger Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to be disseminated the approval of the Merger by the Company's shareholders in accordance with the HBCA. Therefore, unless the Merger is consummated pursuant to the short-form merger provisions under the HBCA as described below (in which case no further corporate action by the shareholders of the Company prior will be required to complete the next annual meeting Merger), the only remaining legally required corporate action of the Company both will be the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a simple majority of the Shares. SHORT-FORM MERGER. Section 415-75.5 of the HBCA provides that, if a corporation owns at least 90% of the outstanding shares of each class of two or more subsidiary corporations, the corporation holding such shares may merge such corporations together without any action or vote on the part of the boards of directors or the shareholders of either corporation (1) a resolution to confer voting rights "short-form merger"). If Purchaser acquires in the aggregate at least 90% of the outstanding Shares, pursuant to the shares Offer or otherwise, then, at the election of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and Parent, a short-form merger could be effected without any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power approval of the Company in the election of its directors equal to one-third Board or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible Company, subject to compliance with the provisions of Section 415-75.5 of the HBCA. Even if Purchaser does not own 90% of the outstanding Shares following consummation of the Offer, Purchaser may extend the Offer for a subsequent offering period and seek to purchase additional Shares in order to reach the 90% threshold, permitting Parent to employ a short-form merger. Alternately, Purchaser could seek to purchase enough Shares to acquire 90% of the Shares without extending the Offer. The per Share consideration paid for any Shares acquired in market or private transactions following the Offer may be greater or less than that paid in the Offer. Parent presently intends to effect a short-form merger if permitted to do so under the HBCA. APPRAISAL RIGHTS. Holders of Shares do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, holders of Shares at the Effective Time of the Merger who do not vote on such resolutions proxies in favor of such resolutions the Merger Agreement will have the right to dissent and shall take all other action necessary or advisable to secure the vote demand appraisal of, and receive payment in cash of the shareholders required fair value of, their Shares outstanding immediately prior to approve such resolutions. In the event that such approval Effective Time of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock Merger in accordance with its terms. Except as expressly modified hereby, all provisions Section 415-81 of the Agreement shall remain in full force and effectHBCA. This amendment supercedes all prior agreementsUnder the HBCA, discussions or correspondence between dissenting shareholders who comply with the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed applicable statutory procedures will be entitled to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman receive a judicial determination of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NOfair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. 2 Any such judicial determination of fair value of the Shares could be based upon factors other than or in addition to the price per Share to be paid in the Offer and the Merger and the market value of the Shares. Shareholders should recognize that the value so determined could be higher or lower than the price per Share to be paid pursuant to the Offer. THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING SHAREHOLDERS UNDER THE HBCA DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY SHAREHOLDERS DESIRING TO EXERCISE ANY APPRAISAL RIGHTS AVAILABLE UNDER THE HBCA. THE PRESERVATION AND EXERCISE OF APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment NoAPPLICABLE PROVISIONS OF THE HBCA. 1, dated May 24, 1991, between REN CORPORATIONA COPY OF SECTION 415-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC81 OF THE HBCA IS ATTACHED HERETO AS SCHEDULE II AND THE FOREGOING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SCHEDULE II. THE FOREGOING DESCRIPTION OF CERTAIN PROVISIONS OF THE HBCA IS NOT NECESSARILY COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE HBCA., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees shall submit this Agreement, the Agreement of Merger and the transactions contemplated hereby to include in its shareholders for approval and adoption as provided by Florida Law and the proxy statement to be disseminated to the shareholders articles of incorporation and bylaws of the Company prior within five days of the date hereof. Such submission, and any proxy or consent in connection therewith, (i) shall include a solicitation of the approval of the holders of Company Common Stock and (ii) shall specify that adoption of this Agreement and approval of the Merger shall constitute approval by the Company Shareholders of the appointment of Sxxxx Xxxxx as Securityholder Agent, under and as defined in this Agreement. The Company shall use its commercially reasonable efforts to obtain the next annual meeting consent of the Company both Shareholders sufficient to (1i) approve the Merger, this Agreement and the transactions contemplated hereby, (ii) constitute a resolution majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) constitute a majority of the outstanding shares of Company Common Stock, and (iv) enable the Closing to confer voting rights occur as promptly as practicable. In addition, the Company shall (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any payments of stock contemplated by this Agreement that Parent determines may constitute "parachute payments" pursuant to Section 280G of 36 the Code, such that all such payments resulting from the transactions contemplated hereby shall not be deemed to be "parachute payments" pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Shareholder approval has not been obtained with respect to any payment of stock that may be deemed to constitute a "parachute payment" within the meaning of Section 280G of the Code and, as a consequence, that such "parachute payment" shall not be made or provided. Each of Parent and the Company agrees to provide promptly to the shares of Common Stock issuable upon conversion other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (the "Soliciting Materials") and to cause its representatives to cooperate with the other's representatives in the preparation of the Preferred Stock purchased Soliciting Materials. The Soliciting Materials submitted to the Company Shareholders shall be subject to the review and approval by Parent (and include information regarding the Purchaser hereunder Company, the terms of the Merger and this Agreement and the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement, and the transactions contemplated hereby). The Company warrants that none of the information contained in any other shares of Common Stock acquired by documents mailed or delivered to the Purchaser pursuant Company Shareholders in connection with soliciting their consent to this Agreement or the Shareholders' AgreementMerger, except including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Law. The Company agrees to arrange for, at Parent's expense (not to exceed $5,000), a Purchaser Representative who shall have such knowledge and experience in financial and business matters that the Company Purchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, and who shall have no obligation to include in such shareholders' resolution any such shares otherwise satisfy the requirements of Common Stock that would entitle Rule 501(h) under the Purchaser and its associates, immediately upon acquisition of such sharesSecurities Act, to exercise or direct act as "purchaser representative" within the exercise meaning of Rule 501(h) under the voting power Securities Act, for certain of the Company Shareholders in connection with the election of its directors equal Merger. The Purchaser Representative shall be available at reasonable times to one-third or more of all such voting power, meet with Company Shareholders to discuss with them the merits and (2) a resolution approving the convertibility and conversion risks of the Preferred Stock to investment in Parent Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCMerger., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The (a) Upon the terms set forth in this Agreement, the Company -------------------- agrees shall seek the written consent, in form and substance reasonably acceptable to include Parent, of (i) holders of a majority of the outstanding common stock of the Company in favor of the proxy statement adoption of this Agreement and the Merger and all other Transactions contemplated by this Agreement and (ii) holders of at least 75% of the outstanding common stock pursuant to Section 2.02 of the Company Stockholders Agreement (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective. In connection therewith, the Company, as promptly as practicable (A) shall establish the record date (which record date shall be mutually agreed with Parent) for determining the Company Stockholders entitled to provide such written consent, (B) shall cause the Consent Solicitation Statement to be disseminated to the shareholders Company Stockholders in compliance with applicable Law and (C) shall use commercially reasonable efforts to solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall recommend to the Company Stockholders that they approve and adopt this Agreement and approve the Merger and all other Transactions. (b) Subject to Section 7.1, the Parent, acting through the Parent Board, shall include all appropriate provisions in the Proxy Statement/Consent/Prospectus and take all action reasonably necessary related thereto (i) in order to obtain the affirmative vote of the Company prior to the next annual meeting holders of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise majority of the voting power of all shares of Parent Common Stock in favor of this Agreement, the Merger and the Transactions (the “Parent Shareholder Approval”), (ii) approval of a new equity incentive plan having the terms, conditions and share fund requested by the Company, subject to the approval of Parent (such consent not to be unreasonably withheld, conditioned or delayed) (the “New Equity Plan”), (iii) the adoption and approval of the Reincorporation and Charter Amendment, (iv) to the extent required by the Nasdaq listing rules, the approval of the Parent Share Issuance and the change of control of Parent, (vi) the adjournment of the Parent Shareholder Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals and (vii) the approval of any other proposals reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the election Transactions (but no other proposals other than as provided in this Section 7.5(b)), at the Parent Shareholder Meeting as soon as practicable after the Registration Statement is declared effective, including giving notice of its directors equal and convening and holding the Parent Shareholders Meeting, and, in connection therewith, the Parent shall mail the Proxy Statement/Consent/Prospectus to one-third the holders of Parent Common Stock in advance of the Parent Shareholders Meeting. The Parent may only postpone or more adjourn the Parent Shareholders Meeting (x) to solicit additional proxies for the purpose of all such voting powerobtaining the Parent Shareholder Approval, (y) for the absence of a quorum and (2z) a resolution approving to allow reasonable additional time for the convertibility filing or mailing of any supplemental or amended disclosure that the Parent has determined after consultation with outside legal counsel is reasonably likely to be required under applicable Law and conversion for such supplemental or amended disclosure to be disseminated and reviewed by holders of Parent Common Stock prior to the Parent Shareholder Meeting. Subject to the rights of the Preferred Stock to Common Stock as required pursuant to Part IIIParent and the Parent Board under Section 7.1(b)(i), Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company Parent shall use its reasonable best efforts to solicit from the its shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions approval of this Agreement and shall take all other action necessary or advisable the Transactions, and to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the other proposals described in this Section 7.5(b) and to secure any other approval of shareholders of the Parent that is not obtained at such annual meetingrequired by applicable Law to effect the Transactions (including authority to adjourn the meeting to solicit additional votes and to obtain a “say-on-pay” or “say-on-parachute” vote). For the avoidance of doubt, the Company New Equity Plan shall redeem have no impact on the Preferred Stock in accordance with its terms. Except as expressly modified hereby, Exchange Ratio but any future grants thereunder after the Closing will dilute all provisions shareholders of the Parent on a pro-rata basis. (c) Notwithstanding the foregoing, nothing herein shall limit a Party’s right to terminate this Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed pursuant to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCSection 9.1., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. Under the VSCA and the Company's Articles of Incorporation, the approval of the Board of Directors of the Company and the affirmative vote of the holders of a majority of the outstanding Shares are required to adopt and approve the Merger Agreement and the transactions contemplated thereby. The Company -------------------- agrees to include has represented in the proxy statement Merger Agreement that the execution and delivery of the Merger Agreement by the Company and the consummation by the Company of the transactions contemplated by the Merger Agreement, the Option Agreement and the Shareholders Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to be disseminated the approval of the Merger by the Company's shareholders in accordance with the VSCA. In addition, the Company has represented that the affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only vote of the holders of any class or series of the Company's capital stock which is necessary to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Therefore, unless the Merger is consummated pursuant to the short-form merger provisions under the VSCA described below (in which case no further corporate action by the shareholders of the Company prior will be required to complete the next annual meeting Merger), the only remaining required corporate action of the Company both (1) will be the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a resolution to confer voting rights to majority of the shares of Common Stock issuable upon conversion Stock. The Merger Agreement provides that Parent will vote, or cause to be voted, all of the Preferred Stock purchased Shares then owned by Parent, the Purchaser hereunder or any of Parent's other subsidiaries and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies affiliates in favor of such resolutions and shall take all other action necessary or advisable to secure the vote approval of the shareholders required to approve such resolutionsMerger and the adoption of the Merger Agreement. In the event that such the Minimum Condition is satisfied, the Purchaser will have sufficient voting power to cause the approval of the Merger Agreement and the transactions contemplated thereby without the affirmative vote of any other shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees to include in shall call and hold an annual or special meeting of its shareholders on or before October 5, 2023 and make all necessary filings required by Nasdaq, the proxy statement to be disseminated to applicable federal securities laws and Delaware law to: (i) obtain the consent of the shareholders of the Company prior pursuant to Nasdaq Listing Rules 5635(b) for the issuance of shares of the Company’s Common Stock (i) upon the conversion of certain convertible debentures that have been issued to the next annual meeting Buyer pursuant to (a) the Securities Purchase Agreement entered into with the Buyer on June 30, 2023 (the “June SPA”), and (b) the Securities Purchase Agreement entered into with the Buyer on August 2, 2023 (the “August SPA”), (ii) upon the exercise of warrants issued pursuant to the June SPA and the August SPA, and (iii) if the Buyer chooses to exercise one or both options to purchase additional convertible debentures and warrants under the June SPA and the August SPA, respectively, pursuant to the conversion of such convertible debentures and/or upon the exercise of such warrants that may be issued upon exercise of one or both options (such consent, “Shareholder Approval”), (ii) obtain the consent of the Company both (1) shareholders to amend the Pre-Paid Advance Agreement to provide for a resolution to confer voting rights to Floor Price of $0.10 per share; the shares of Common Stock issuable upon conversion recommendation of the Preferred Stock purchased by the Purchaser hereunder Company’s Board of Directors shall be to vote in favor of each such proposal, and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include solicit proxies from its shareholders in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser connection therewith and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to onemanagement-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company appointed proxyholders shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions their proxies in favor of each such resolutions and shall take all other action necessary or advisable to secure the vote proposal. Upon Shareholder Approval of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingproposals, the Company shall redeem implement the Preferred reduction of the Floor Price in respect of the Pre-Paid Advance Agreement and the Convertible Debentures. The Company further covenants that by October 5, 2023 it shall increase or have the necessary amount of issued and authorized Common Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed order to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") issue Common Stock to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (Buyer pursuant to the "Company") and COBE LABORATORIES, INCConvertible Debentures., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees to include in the proxy statement to be disseminated (a) If not completed prior to the execution of this Agreement, as promptly as practicable after, and in any event within five business days after, the date of this Agreement, the Company shall submit this Agreement and the transactions contemplated hereby for approval and adoption by written consent of the holders of a majority of the outstanding shares of Company Common Stock, in accordance with the CGCL and the Company's Articles of Incorporation and Bylaws. (b) Within five business days after the date of such approval and adoption by written consent of holders of a majority of the outstanding shares of Company Common Stock, pursuant to Section 7.01(a), the Company shall distribute to its shareholders, after prior approval by Parent, an information statement (together with any amendments thereof or supplements thereto, the "Information Statement") to provide notice to such shareholders of the action taken by written consent in lieu of a meeting to adopt this Agreement and approve the Merger, as required by Section 603(b) of the CGCL. The Company prior represents and warrants to Parent that the Information Statement will not, at the time it is first mailed to the next annual meeting Company's shareholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any information contained in the Information Statement furnished to the Company by Parent or any of its affiliates. No amendment or supplement to the Information Statement will be made by the Company without the approval of Parent, which shall not be unreasonably withheld. The Company covenants that none of the Company both (1) Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a resolution manner adverse to confer voting rights Parent or Merger Sub, the approval or recommendation by the Company Board or any committee thereof of this Agreement, the Merger or any other transaction contemplated by this Agreement and the Information Statement shall include the recommendation of the Company Board to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power stockholders of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions approval and shall take all other action necessary or advisable to secure the vote adoption of the shareholders required to approve such resolutions. In the event that such this Agreement and approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCMerger., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees (a) If prior to include Shareholder Approval being received, the Trust terminates (i) the employment of Xxxxxxxxxx or Xxx (other than in each case for “Cause,” as defined in the proxy statement applicable Employment Agreement) or (ii) the Contribution Agreement (other than as permitted pursuant to be disseminated to Section 10 thereof), then the shareholders Trust will within five business days of the Company prior to the next annual meeting termination date reimburse Paragon for its reasonable out-of-pocket expenses, and at Paragon’s option, either issue 104,000 Class A Convertible Preferred Shares of the Company both Trust to Paragon (1) such issuance subject to shareholder approval if required), or pay a resolution to confer voting rights to the shares termination fee of Common Stock issuable upon conversion Twenty-Five Thousand Dollars ($25,000.00). The value of the Class A Convertible Preferred Stock purchased by the Purchaser hereunder and Shares issued or any other shares of Common Stock acquired by the Purchaser amount paid in cash pursuant to this Section 1(a) will be deducted from any amounts payable pursuant to Section 6.4(b) of the Contribution Agreement. (b) If Shareholder Approval is not received by December 31, 2003, (i) each of Xxxxxxxxxx’x and Dee’s employment will continue pursuant to the terms of the respective Employment Agreements except as set forth in clause (iii) below, (ii) Paragon will receive, subject to shareholder approval, if required, 104,000 Class A Cumulative Convertible Preferred Shares of the Trust and Paragon and the Trust will enter into a new restricted share agreement governing such shares and containing terms substantially similar to those in the respective Restricted Share Agreements, subject to shareholder approval, if required, and (iii) Xxxxxxxxxx and Xxx may each devote time to other businesses, including other entities engaged primarily in the ownership and/or management of real estate, without approval of the Board. (c) If Shareholder Approval is not received by December 31, 2003, Xxxxxxxxxx and Dee will retain all of their rights as set forth in the Restricted Share Agreement or the Shareholders' Agreementsubject to shareholder approval to be obtained at a later date, except that any rights to receive shares under the Company shall have no obligation Restricted Share Agreement will be reduced by the number of shares issued under this Agreement. (d) If Xxxxxxxxxx or Xxx terminates employment with the Trust (other than in each case for “Good Reason,” as defined in the applicable Employment Agreement) or (ii) if Hampton terminates the Contribution Agreement (other than as permitted pursuant to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associatesSection 10 thereof), immediately upon acquisition of such shares, to exercise or direct the exercise then Hampton will within five business days of the voting power termination date reimburse the Trust for its reasonable out-of-pocket expenses and pay a termination fee of the Company in the election of its directors equal to oneTwenty-third or more of all such voting power, and Five Thousand Dollars (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment"$25,000.00) to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCTrust., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) As expeditiously as possible following the execution of this Agreement and in any event within three Business Days after the date of this Agreement, the Company shall mail a written proxy or information statement (the “Disclosure Statement“) to the Shareholders, in a form reasonably acceptable to Parent. The Disclosure Statement shall include (i) a summary of the Merger and this Agreement (which summary shall include a summary of the material terms relating to the indemnification obligations of the Shareholders, the escrow arrangements and the authority of the Representative, and a statement that the adoption of this Agreement by the Shareholders shall constitute approval of such terms) and (ii) a statement that dissenter rights are available for the Company Common Shares and Company Preferred Shares pursuant to Sections 1300 to 1313 of the CGCL and a copy of such Sections 1300 to 1313. As expeditiously as possible following the execution of this Agreement, and in any event within three Business Days after the execution of this Agreement, the Company shall use commercially reasonable efforts to secure consents from Shareholders necessary to secure the Requisite Shareholder Approval, which consents shall be in a form that is reasonably acceptable to Parent. By their signatures below, the Principal Shareholders agree to execute any such consents. As expeditiously as possible following the receipt of the Requisite Shareholder Approval, the Company shall deliver to Parent a certificate executed on behalf of the Company by its Secretary and certifying that the Requisite Shareholder Approval has been obtained. The Company -------------------- agrees shall also send, pursuant to Section 603 of the CGCL, a written notice to all Shareholders that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Shareholders of the Company and that dissenter rights are available for their Company Shares pursuant to Sections 1300 to 1313 of the CGCL (which notice shall include a copy of such Sections 1300 to 1313), and shall promptly inform Parent of the date on which such notice was sent. (b) The Company, acting through its Board of Directors, shall include in the proxy statement to be disseminated to Disclosure Statement the shareholders recommendation of its Board of Directors that the Shareholders vote in favor of the Company prior to adoption of this Agreement and the next annual meeting approval of the Merger. (c) The Company both (1) shall ensure that the Disclosure Statement does not contain any untrue statement of a resolution material fact or omit to confer voting rights state a material fact necessary in order to make the shares of Common Stock issuable upon conversion statements made therein, in light of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreementcircumstances under which they were made, except not misleading (provided that the Company shall have no obligation not be responsible for the accuracy or completeness of any information concerning Parent furnished by Parent in writing for inclusion in the Disclosure Statement). (d) Parent shall ensure that any information furnished by Parent to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in writing for inclusion in the election Disclosure Statement does not contain any untrue statement of its directors equal a material fact or omit to one-third or more of all such voting powerstate a material fact necessary in order to make the statements made therein, and (2) a resolution approving the convertibility and conversion in light of the Preferred Stock to Common Stock as required pursuant to Part IIIcircumstances under which they were made, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCmisleading., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees (a) Continuance of the Plan shall be subject to include in the proxy statement to be disseminated to approval by the shareholders of the Company prior to within twelve (12) months before or after the next annual meeting date the Plan is adopted. If such shareholder approval is obtained at a duly held shareholders' meeting, it must be obtained by the affirmative vote of the Company both (1) holders of a resolution to confer voting rights to majority of the outstanding shares of Common Stock issuable upon conversion the Company, or if such shareholder approval is obtained by written consent, it must be obtained by the unanimous written consent of all shareholders of the Preferred Stock purchased Company; provided, however, that approval at a meeting or by written consent may be obtained by a lesser degree of shareholder approval if the Purchaser hereunder Board determines, in its discretion after consultation with the Company's legal counsel, that such a lesser degree of shareholder approval will comply with all applicable laws and any other shares will not adversely affect the qualification of Common Stock acquired by the Purchaser pursuant to this Agreement or Plan under Section 422A of the Shareholders' Agreement, except Code. (b) If and in the event that the Company shall have no obligation registers any class of equity securities pursuant to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise Section 12 of the voting power Exchange Act, any required approval of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on obtained after such resolutions proxies in favor of such resolutions and registration shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock be solicited substantially in accordance with its terms. Except as expressly modified hereby, all provisions Section 14(a) of the Agreement shall remain in full force Exchange Act and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning rules and regulations promulgated thereunder. (c) If any required approval by the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman shareholders of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11Plan itself or of any amendment thereto is solicited at any time otherwise than in the manner described in Section 18(b) hereof, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XXthen the Company shall, 0, xated as of March 17, 1992 (this "Amendment") at or prior to the Stock Purchase Agreementfirst annual meeting of shareholders held subsequent to the later of (1) the first registration of any class of equity securities of the Company under Section 12 of the Exchange Act or (2) the granting of an Option hereunder to an officer or director after such registration, dated as do the following: (i) furnish in writing to the holders entitled to vote for the Plan substantially the same information which would be required (if proxies to be voted with respect to approval or disapproval of May --------- 11the Plan or amendment were then being solicited) by the rules and regulations in effect under Section 14(a) of the Exchange Act at the time such information is furnished; and (ii) file with, 1991or mail for filing to, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation the Securities and Exchange Commission four copies of the written information referred to in subsection (i) hereof not later than the "Company") and COBE LABORATORIES, INCdate on which such information is first sent or given to shareholders., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The (a) As soon as practicable following the execution of this Agreement, but in no event later than seventy-two (72) hours following the execution of this Agreement, the Company -------------------- agrees to include in shall provide notice of a meeting (the proxy statement to be disseminated to the shareholders “Meeting Notice”) of the Company prior to Shareholders for the next annual meeting purpose of obtaining the approval of the Company both Shareholders to adopt and consummate this Agreement, the Merger and the transactions contemplated hereby, such meeting to occur no later than ten (110) a resolution to confer voting rights to Business Days following the shares of Common Stock issuable upon conversion date of the Preferred Stock purchased by Meeting Notice. (b) Promptly following the Purchaser hereunder and any other shares execution of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation prepared, subject to Parent’s review, an information statement to be distributed to the Company Shareholders in connection with the matters described in the next sentence (the “Information Statement”), which Information Statement shall comply with the provisions set forth in this Section 6.1. The Company shall provide the notice to Company Shareholders required by applicable Law that dissenters’ and/or appraisal rights may be available to Company Shareholders in accordance with Colorado Law. (c) The materials to be submitted to the Company Shareholders in connection with the Merger and this Agreement, including the Information Statement (the “Soliciting Materials”), include in such shareholders' resolution any such shares of Common Stock that would entitle information regarding the Purchaser and its associatesCompany, immediately upon acquisition of such shares, to exercise or direct the exercise terms of the voting power Merger and this Agreement, and, subject to the fiduciary duty of the Board of Directors, the recommendation of the Board of Directors of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion favor of the Preferred Stock Merger and this Agreement. The Company shall provide Parent (which term shall include Parent’s counsel) with reasonable opportunity to Common Stock review and comment on the Soliciting Materials in advance of their submission to the Company Shareholders. Each party will promptly notify the other in writing if at any time prior to the Closing such party discovers any facts that might make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Soliciting Materials any information with respect to Parent or its affiliates or associates, the form and content of which shall not have been consented to in writing by Parent prior to such inclusion (which consent shall not be unreasonably withheld), except as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCapplicable Law., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. Under NYBCL, the approval of the Company's Board of Directors and the affirmative vote of the holders of a two-thirds majority of the outstanding Shares are required to approve and adopt the Merger Agreement and the transactions contemplated thereby. The Company -------------------- agrees to include has represented in the proxy statement Merger Agreement that the execution and delivery of the Merger Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company, subject to be disseminated to the approval and adoption of the Merger by the shareholders of the Company prior in accordance with NYBCL. In addition, the Company has represented that the affirmative vote of the holders of a two-thirds majority of the outstanding Shares is the only vote of the holders of any of the Company's capital stock necessary in connection with the consummation of the Merger. Therefore, unless the Merger is consummated in accordance with the short-form merger provisions under NYBCL described below (in which case no action by the shareholders of the Company, other than the Purchaser, will be required to consummate the next annual meeting Merger), the only remaining corporate action of the Company both will be the approval and adoption of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a two-thirds majority of the Shares. The Merger Agreement provides that Parent will vote all Shares beneficially owned by it in favor of the adoption of the Merger Agreement at the Company's shareholder's meeting. In the event that the Purchaser acquires that percentage of outstanding Shares at least equal to the Minimum Condition, it would have the ability to ensure approval of the Merger by the shareholders of the Company. SHORT-FORM MERGER. NYBCL would permit the Merger to occur without a vote of the Company's shareholders (1a "short-form merger") if the Purchaser were to acquire at least 90% of the outstanding Shares. If, however, the Purchaser does not acquire at least 90% of the then outstanding Shares pursuant to the Offer or otherwise, and a resolution vote of the Company's shareholders is required under NYBCL, a longer period of time will be required to confer voting rights to effect the Merger. APPROVAL UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION. Paragraph Seventh of the Company's Restated Certificate of Incorporation provides that if any person owns of record or beneficially (directly or indirectly) more than 10% of the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by Company, then certain transactions (including the Purchaser hereunder and any other Merger) may not be effected without the affirmative vote of the holders of at least two-thirds of the shares of Common Stock acquired of the Company, unless such transaction (such as the Merger) was approved in advance by the Purchaser pursuant Company's board of directors prior to this Agreement or the Shareholders' Agreement, except time that such person became such an owner of more than 10% of the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power Company. On January 19, 2000, the Board of Directors of the Company in unanimously approved the election of its directors equal to one-third or more of all such voting powerMerger Agreement and the transactions contemplated thereby, including the Offer, the Merger, and (2) the purchase of Shares contemplated by the Offer and the Stock Option Agreement. As a resolution approving result of such unanimous approval by the convertibility and conversion Company's board of directors, the provisions of Paragraph Seventh of the Preferred Stock Company's Restated Certificate of Incorporation shall not apply to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingMerger Agreement, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Option Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCOffer or the Merger., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees to include in (a) Upon written notice delivered by the proxy statement to be disseminated Purchasers to the Company (a “Shareholder Approval Notice”) at any time when there are shares of Senior Preferred Stock issued and outstanding which cannot be converted into Underlying Shares due to the Exchange Cap (such Underlying Shares, the “Capped Shares”), the Company shall file with the Commission, and provide to each shareholder entitled to vote at an annual or special meeting of shareholders of the Company prior Company, a proxy statement, in a form reasonably acceptable to the next annual meeting of Purchasers, soliciting the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition affirmative vote of such shares, to exercise or direct shareholders in favor of resolutions (“Shareholder Resolutions”) approving the exercise of the voting power of the Company in the election of its directors equal to one-third or more issuance of all Capped Shares (a “Shareholder Approval”) at such voting power, and annual or special meeting (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. “Shareholder Meeting”). The Company shall use its best efforts to solicit from hold such Shareholder Meeting no later than seventy-five (75) days after the shareholders date of the Company eligible to Shareholder Approval Notice (the “Shareholder Meeting Deadline”). The Board of Directors shall recommend that the Company’s shareholders vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained Shareholder Resolutions at such annual meetingShareholder Meeting, subject to satisfaction of their fiduciary duties, and the Company shall redeem use reasonable best efforts to obtain such Shareholder Approval, it being acknowledged and agreed that reasonable best efforts may include adjourning or postponing such Shareholder Meeting to solicit additional votes in favor of such Shareholder Approval. (b) The Purchasers may deliver up to three (3) Shareholder Approval Notices pursuant to this Section 4.14; provided, however, that no Shareholder Approval Notice may be delivered, or will be effective, unless both (i) no prior Shareholder Meeting has been held within six (6) months prior to the Shareholder Meeting Deadline; and (ii) either (A) the aggregate Purchase Price corresponding to the Capped Shares or (B) the aggregate market value of the Capped Shares on the Trading Market (calculated at the time of the Shareholder Approval Notice) exceeds two million dollars ($2,000,000). (c) For the avoidance of doubt, maximum conversions of the Senior Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") may occur to the Stock Purchase Agreementextent not limited by the Exchange Cap, dated as subject to the terms and conditions of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (this Agreement and the "Company") and COBE LABORATORIES, INCCertificate of Designation., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees (a) Following the execution of this Agreement, Level One shall take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to include convene a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the proxy statement time when First Merchants notifies Level One that the Registration Statement has been declared effective, subject to extension with the consent of First Merchants, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the approval of this Agreement and any other matter required to be disseminated to approved by the shareholders of Level One in order to consummate the Company prior Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). (b) Subject to Section 7.5 hereof, Level One shall cooperate with First Merchants in the preparation of the “Registration Statement” (as defined below) and use its reasonable best efforts to obtain the requisite vote of Level One’s shareholders to approve this Agreement and to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Level One in connection with the Shareholder Meeting are solicited in compliance with the Michigan Business Corporation Act, the Articles of Incorporation and Bylaws of Level One, and all other applicable legal requirements. Level One shall keep First Merchants updated with respect to the next annual meeting proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by First Merchants. In connection with the Proxy Statement, Level One will obtain the opinion of Barack Xxxxxxxxxx Xxxxxxxxxx and Xxxxxxxxx LLP, tax counsel to Level One, that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Company both (1Code; each of Level One and First Merchants will be a party to such reorganization within the meaning of Section 368(b) a resolution to confer voting rights of the Code; and no gain or loss will be recognized by holders of Level One Common Stock upon the receipt of shares of First Merchants Common Stock in exchange for their shares of Level One Common Stock, except to the extent of any cash consideration received in the Merger and any cash received in lieu of fractional shares of First Merchants Common Stock; and (ii) Barack Xxxxxxxxxx Xxxxxxxxxx and Xxxxxxxxx LLP confirms that the discussion contained in the Registration Statement under the caption “Material Federal Income Tax Consequences of the Merger” subject to the limitations, qualifications and assumptions described therein, constitutes its opinion of the material federal income tax consequences of the Merger to a stockholder who holds shares of Level One Common Stock issuable upon conversion as a capital asset. (c) Subject to Section 7.5 hereof, Level One’s Board of Directors shall recommend that Level One’s shareholders vote to approve this Agreement and the Preferred Stock purchased by transactions contemplated hereby (including the Purchaser hereunder Merger) and any other shares of Common Stock acquired matters required 34 to be approved by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise Level One’s shareholders for consummation of the voting power of Merger and the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified transactions contemplated hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees (a) GPP shall promptly take all steps necessary to include in either: (i) cause a special meeting of its shareholders (the proxy statement "Special Meeting") to be disseminated duly called, noticed, convened and held as soon as practicable for the purposes of voting to approve this Agreement, the transactions contemplated hereby and all matters related thereto; or (ii) obtain the unanimous written consent of its shareholders to this Agreement, the transactions contemplated hereby and all matters related thereto (the "Consent Action"). In connection with the Special Meeting or the Consent Action, the Board of Directors of GPP shall, subject to its fiduciary duties, unanimously recommend to the shareholders that the shareholders vote in favor of the Company prior approval of this Agreement, the transactions contemplated hereby and all matters related thereto, and the members of the Board of Directors shall use their reasonable best efforts to secure the required approval of the shareholders, including voting any of their shares in favor of such approval. (b) In connection with the Special Meeting or the Consent Action, GPP will prepare such notices and other documentation as may be required by Law to be furnished to the next annual meeting of the Company both shareholders, which shall include, without limitation: (1i) a resolution copy of this Agreement; (ii) information, notices and forms relating to confer voting a shareholder's appraisal rights as required by the DGCL; and (iii) subject to its fiduciary duties, the unanimous recommendation of GPP's Board of Directors that the shareholders approve this Agreement and the transactions contemplated hereby as soon as practicable and, in any event, no later than the time required by Law and GPP's Certificate of Incorporation and Bylaws. (c) The Indemnifying Shareholder hereby irrevocably agrees: (i) to vote all shares of Common Stock issuable upon conversion beneficially owned by the Indemnifying Shareholder or over which the Indemnifying Shareholder otherwise exercises voting control as of the Preferred Stock purchased by date hereof or at any time hereafter in favor of this Agreement and the Purchaser hereunder and consummation of the transactions contemplated hereby; (ii) to not sell, transfer, assign or otherwise dispose of any other shares of Common Stock acquired by other than in connection with the Purchaser pursuant Merger; and (iii) to this Agreement or not grant any proxy (other than for the Shareholders' Agreement, except that the Company shall have no obligation approvals described above) with respect to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCStock., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The As soon as practicable following the execution of this Agreement, but in any event within 30 calendar days thereof, provided that the Company -------------------- agrees received the consent of General Electric Capital Corporation (“GE Capital”), pursuant to include in the Amended and Restated Master Security Agreement dated December 29, 2006, with respect to the transactions contemplated herein, the Company shall cause to be prepared and filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement or consent solicitation statement (the “Preliminary Proxy Statement”) to be disseminated to obtain approval of the Company’s shareholders of (i) the Company prior to the next annual meeting issuance of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by Convertible Note and exercise of the Purchaser hereunder and any other Warrant, (ii) an increase in the number of shares of Common Stock acquired available for issuance under the Company’s Amended and Restated 2002 Equity Incentive Plan by 2,000,0001 shares and (iii) an amendment of the Purchaser pursuant Company’s articles of organization to this Agreement or increase the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such number of authorized 1 Includes 1,000,000 shares of Common Stock that would entitle have been excluded from the Warrant to be issued to Purchaser and its associatesunder this Agreement. shares of Common Stock to 210,000,000 shares, immediately but with respect to this clause (iii), only if the Company has not declared prior to final adjournment of the related shareholder meeting a reverse stock split (the “Reverse Stock Split”) pursuant to the authority previously granted by shareholders at the Company’s 2008 annual meeting of shareholders (collectively, the “Shareholder Approval”). If the Company has not obtained the consent of GE Capital within 30 days after the date of this Agreement, either party may terminate this Agreement upon acquisition notice to the other party. Upon approval by the SEC of such sharespreliminary proxy or consent solicitation statement or, to exercise or direct if the exercise SEC has not reviewed such, at the expiration of 10 calendar days from the filing of the voting power of the Company in the election of its directors equal to one-third preliminary proxy statement or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingconsent solicitation statement, the Company shall redeem file a definitive proxy statement or consent solicitation statement and call and hold a shareholder meeting within 30 calendar days of the filing of such definitive proxy statement to obtain the Shareholder Approval. If the Shareholder Approval is not received on or before (a) January 15, 2009, if the SEC does not review the Preliminary Proxy Statement or (b) 30 calendar days after the filing of the definitive proxy statement, if the SEC reviews the Preliminary Proxy Statement (whichever date is applicable being the “Shareholder Approval Deadline”), then the obligation of the Purchaser to purchase the Convertible Note and the Warrant shall terminate. Purchaser agrees to vote all shares of Common Stock and shares of Series D Preferred Stock that it holds and is entitled to vote in accordance with its terms. Except as expressly modified hereby, all provisions favor of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCShareholder Approval., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The (a) Company -------------------- agrees to include take, in accordance with applicable Law and the proxy statement Articles of Incorporation and Bylaws of Company, all action necessary to be disseminated to the shareholders of the Company prior to the next annual convene a special meeting of its shareholders as promptly as practicable (and in any event within sixty (60) days following the Company both (1time when the Registration Statement becomes effective, subject to extension with the consent of Buyer) a resolution to confer voting rights to consider and vote upon the shares approval of Common Stock issuable upon conversion of this Agreement and the Preferred Stock purchased by the Purchaser hereunder transactions contemplated hereby and any other shares matters required to be approved by Company’s shareholders in order to permit consummation of Common Stock acquired the transactions contemplated hereby (including any adjournment or postponement, the “Company Meeting”) and shall take all lawful action to solicit such approval by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. . The Company shall use its best commercially reasonable efforts to solicit from obtain the Requisite Company Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited in compliance with the NCBCA, the Articles of Incorporation and Bylaws of the Company, Regulation 14A under the Exchange Act and all other applicable legal requirements. Except with the prior approval of Buyer, no other matters shall be submitted for the approval of Company shareholders at the Company Meeting other than a proposal relating to an advisory vote on executive compensation as may be required under Rule 14a-21(c) under the Exchange Act. (b) Except to the extent provided otherwise in Section 5.09, the Company Board shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the shareholders of Company and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by the Company’s shareholders for consummation of the Merger and the transactions contemplated hereby (the “Company Recommendation”) and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Buyer or take any other action or make any other public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutionsRecommendation. In the event that there is present at such approval meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so would reasonably be expected to result in a breach of the shareholders is not obtained at such annual meeting, fiduciary duties of Company Board. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company shall redeem the Preferred Stock in accordance with its terms. Except Meeting as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended reasonably requested by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCBuyer., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees shall provide each shareholder entitled to include in the proxy statement to be disseminated to the vote at a meeting of shareholders of the Company prior (the “Shareholder Meeting”), which shall be promptly called and held not later than seventy-five (75) calendar days after the Initial Tranche Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the next annual meeting Buyer and Xxxxxxxx & Worcester LLP, at the expense of the Company, with the Company both (1) a resolution obligated to confer voting rights reimburse the expenses of Xxxxxxxx & Worcester LLP incurred in connection therewith in an amount not to the shares of Common Stock issuable upon conversion exceed $15,000. The proxy statement, if any, shall solicit each of the Preferred Stock purchased by Company’s shareholders’ affirmative vote at the Purchaser hereunder and any other shares Shareholder Meeting for approval of Common Stock acquired by resolutions (“Shareholder Resolutions”) providing for the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise approval of the voting power issuance of all of the Company Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the election of its directors equal Notes, assuming all Additional Notes have been issued hereunder) (such affirmative approval being referred to one-third or more of all such voting powerherein as the “Shareholder Approval”, and (2) a resolution approving the convertibility date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its reasonable best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor its shareholders’ approval of such resolutions and shall take all other action necessary or advisable to secure cause the vote Board of Directors of the Company to recommend to the shareholders required to that they approve such resolutions. In The Company shall be obligated to seek to obtain the event that such approval of Shareholder Approval by the shareholders Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained at by such annual meetingShareholder Approval Date, the Company shall redeem adjourn and reconvene the Preferred Stock Shareholder Meeting at least as often as every thirty (30) calendar days thereafter until such Shareholder Approval is obtained, but in accordance with its terms. Except as expressly modified herebyno event later than the one hundred and thirty-fifth (135th) calendar day after the Initial Tranche Closing Date; provided, all provisions however, that in the event of the Agreement any such adjournment or reconvened date, such $15,000 limitation on expenses reimbursed to Xxxxxxxx & Worcester LLP shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCnot apply., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) No later than the 2021 annual meeting of shareholders, the Company shall duly call, give notice of, establish a record date for, convene and hold its annual shareholders’ meeting (the “Shareholders’ Meeting”), for the purpose of, among other matters, (i) voting upon approval and adoption of the Non-Voting Common Stock Articles Supplementary and (ii) voting upon such approval required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of the Exchange Cap (collectively, the “Shareholder Approval”). The Company -------------------- agrees shall: (A) through its Board recommend to its shareholders the approval and adoption of the Non-Voting Common Stock Articles Supplementary and the approval to effect issuances in excess of the Exchange Cap (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, ; and (2C) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from obtain the shareholders Shareholder Approval. The Purchasers shall vote to approve the Non-Voting Common Stock Articles Supplementary at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the Company eligible time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to vote on such resolutions proxies in favor constitute a quorum necessary to conduct the business of such resolutions and meeting. The Company shall take all other action necessary also adjourn or advisable to secure postpone the vote Shareholders’ Meeting, if on the date of the shareholders required Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to approve obtain the Shareholder Approval and, following such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingadjournment or postponement, the Company shall redeem solicit proxies representing a sufficient number of shares to obtain the Preferred Shareholder Approval. Following the first of either such adjournment or postponement, if requested by a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, such Purchaser in connection with obtaining the Shareholder Approval. (b) After obtaining the Shareholder Approval, the Company shall as promptly as reasonably practical, file the Non-Voting Common Stock in accordance Articles Supplementary with its terms. Except as expressly modified hereby, all provisions the Department of Assessments and Taxation of the Agreement shall remain State of Maryland, as required by applicable Law and provide each Purchaser a certificate from the Department of Assessments and Taxation of the State of Maryland evidencing that the Non-Voting Common Stock Articles Supplementary is in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between effect as of a date within five (5) Business Days after the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman date of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCShareholders’ Meeting., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) The Company -------------------- agrees shall submit this Agreement (or the final form of this Agreement as unanimously approved and adopted by the Company’s board of directors and as recommended by the board of directors to the Company’s shareholders) and the transactions contemplated hereby to the Principal Shareholders and the Principal Shareholder Affiliates on or prior to the date of this Agreement and to the other Voting Security Holders as soon as possible after the date of this Agreement (but in no event later than 12 P.M. (noon) on February 17, 2011) for approval and adoption as provided by the FBCA and the Organizational Documents of the Company and any applicable agreements among the Voting Security Holders. Such submission, and any proxy or consent in connection therewith (1) shall include a solicitation of Requisite Security Holder Vote and (2) shall specify that approval and adoption of this Agreement shall constitute approval by the Voting Security Holders: (x) of the escrow and indemnification obligations of the Principal Shareholders and Principal Shareholder Affiliates, set forth in Article VIII hereof and the deposit of the Escrow Shares into the Escrow Fund as contemplated by Section 1.8(a) hereof and (y) in favor of the appointment of the Principal Shareholders as Shareholder Representative, under and as defined in this Agreement. The Company shall use its reasonable best efforts to obtain the consent of the Voting Security Holders holding the Requisite Security Holder Vote to approve this Agreement and the transactions contemplated by this Agreement and to enable the Closing and the Merger to occur as promptly as practicable. (b) Any materials to be submitted to the Voting Security Holders in connection with the solicitation of their approval of the Merger and this Agreement, including, if required pursuant to Section 6.8(c), any materials submitted to the Company’s shareholders in connection with obtaining the 280G Approval (the “Soliciting Materials”), shall be subject to review and approval by Parent and shall include information regarding the Company, the terms of the Merger and this Agreement, and the unanimous recommendation of the board of directors of the Company in favor of the Merger and this Agreement, including each of the matters set forth in Section 6.8 hereof and if required pursuant to Section 6.8(c), the materials related to the 280G Approval. Anything to the contrary contained herein notwithstanding, the Company shall not include in the proxy statement Soliciting Materials any information with respect to Parent or its affiliates or associates, the form and content of which shall not have been consented to in writing by Parent prior to such inclusion, which consent shall not be unreasonably withheld or delayed. The Company and Parent will promptly advise the other in writing if at any time prior to the Closing the Company or Parent, as the case may be, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law; provided that Parent shall only be required to provide notice of any such facts to the extent such facts relate to information furnished in writing by Parent or Sub for the express purposes of including in such Soliciting Materials. (c) In addition, the Company shall promptly, and in no event later than five (5) Business Days after the date Parent has approved such materials pursuant to Section 6.8(b), submit to the Company’s shareholders for approval (in a manner reasonably satisfactory to Parent), by such number of shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment and/or benefits that may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Parent), such that all such payments and benefits shall not be deemed to be disseminated Section 280G Payments (the “280G Approval”), and prior to the Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that a shareholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (x) such requisite 280G Approval was obtained with respect to any Section 280G Payment, or (y) that the 280G Approval was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payments shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to the shareholder vote. (d) The board of directors of the Company shall not alter, modify, change or revoke its unanimous approval of the Merger, this Agreement and the transactions contemplated hereby, including if required pursuant to Section 6.8(c), the 280G Approval, and its unanimous recommendation to the shareholders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions the terms and shall take all other action necessary or advisable to secure the vote provisions of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingthis Agreement, the Company shall redeem Merger and the Preferred Stock in accordance with its terms. Except as expressly modified herebytransactions contemplated by this Agreement and the Articles of Merger and pursuant to Section 6.8(c), all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC280G Approval., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) The Company -------------------- covenants and agrees to include in actively and diligently seek and solicit the proxy statement to be disseminated to affirmative vote or written consent of the shareholders of the Company prior (the “Company Shareholders”) to, and shall recommend to the Company Shareholders, all in accordance with Applicable Laws (including, without limitation, the proxy rules promulgated under the Exchange Act), the approval of the Company Shareholders (“Shareholder Approval”) to the issuance by the Company of any and all Warrant Shares issuable upon exercise of the Purchaser Closing Warrants, including, if necessary, the approval of the Company Shareholders under the applicable rules of the Nasdaq to issue the Warrant Shares upon exercise of the Purchaser Closing Warrants and under the CCC to increase the number of authorized shares of Common Stock to 50,000,000. The Company shall obtain Shareholder Approval not later than July 31, 2009. (b) Without limiting the generality of the foregoing, the Company shall (i) as soon as permitted by the rules and regulations of the SEC with respect to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power shareholders of the Company (the “2009 Annual Meeting”), file preliminary proxy materials with the SEC with respect to the solicitation of proxies for the 2009 Annual Meeting, which materials shall include, in addition to any other proposals which may be submitted to the election Company Shareholders, a proposal to seek Shareholder Approval (the “Shareholder Approval Proposal”), (ii) as soon as permitted by the rules and regulations of its directors equal the SEC, mail notice of the 2009 Annual Meeting, together with a proxy statement complying with the rules and regulations of the SEC, recommending a vote “for” the Shareholder Approval Proposal and soliciting proxies to one-third or more of all such voting powervote shares “for” the Shareholder Approval Proposal, and (2iii) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit obtain Shareholder Approval at the 2009 Annual Meeting, including retaining, if appropriate, a proxy solicitation firm to assist the Company in soliciting proxies for the 2009 Annual Meeting. Nothing in this Section 8.22(b) shall prohibit the Company from the shareholders obtaining Shareholder Approval by written consent of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary Shareholders or advisable to secure the vote from holding a special meeting of the shareholders required Company Shareholders for the purpose of seeking to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCobtain Shareholder Approval., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Agreement, the Merger, and the other transactions contemplated hereby, shall have been approved by the holders of at least two-thirds (2/3) of the issued and outstanding shares of Bank Stock entitled to vote and the requisite approval of the Company -------------------- agrees to include in as the proxy statement to be disseminated to sole shareholder of Interim Bank as soon as practicable. Any and all other action required by the shareholders of the Bank or the Company prior to authorize or effect the next annual meeting transactions called for herein shall have been duly and validly taken." 26. The last sentence of Section 10.5 of the Agreement is hereby amended to read in its entirety as follows: "All actions necessary to authorize the execution, delivery and performance of the Agreement by the Company and consummation of the Merger by the Company and Interim Bank shall have been duly and validly taken by the Board of Directors of the Company both (1) a resolution to confer voting rights and Interim Bank." 27. This First Amendment may be entered into in one or more counterparts, all of which shall be considered one in the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the shares of Common Stock issuable upon conversion of other party, it being understood that all parties need not sign the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its termssame counterpart. 28. Except as expressly modified herebyherein amended, all provisions of the Agreement shall remain in full force and effect. 29. This amendment supercedes all prior agreementsFirst Amendment shall be governed by and construed in accordance with the laws of the State of California. 30. The execution and delivery of this First Amendment by the officers executing the First Amendment have been duly authorized by the Boards of Directors of the Bank and the Company, discussions or correspondence between and this First Amendment constitutes a legal, valid and binding agreement of the parties concerning the subject matter in accordance with its respective terms. 31. Exhibit A (Agreement of said provisions. COBE LABORATORIESMerger), INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President Exhibit C (VB Warrant Agreement and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaumits attached Exhibit A), M.D. Chairman and Exhibit 10.1 of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11Agreement are hereby amended to read in their entirety substantially in the forms attached hereto as Exhibit A, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 Exhibit C (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company"and its attached Exhibit A) and COBE LABORATORIESExhibit 10.1, INCrespectively., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees shall either (x) if the Company shall have obtained the prior written consent of the requisite shareholders (the “Shareholder Consent”) to include in obtain the proxy statement to be disseminated to Shareholder Approval (as defined below), inform the shareholders of the Company of the receipt of the Shareholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the next annual seventy-fifth (75th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after the Initial Closing), an information statement with respect thereto or (y) provide each shareholder entitled to vote at a meeting of shareholders of the Company both (1the “Shareholder Meeting”), which shall be promptly called and held not later than the seventy-fifth (75th) calendar day after the Initial Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not to exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s shareholders’ affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for the approval of (x) a resolution to confer voting rights to reverse stock split of the issued and outstanding shares of Common Stock issuable upon conversion of the Preferred Stock purchased as determined by the Purchaser hereunder and any other shares board of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power directors of the Company in a ratio of no less than 1:10 and no more than 1:100 and (y) the election of its directors equal to one-third or more issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively, assuming all Additional Notes have been issued hereunder and all adjustments with respect to such voting powerissuances shall have been made to the Warrants, as applicable) (such affirmative approval being referred to herein as the “Shareholder Approval”, and (2) a resolution approving the convertibility date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its reasonable best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor its shareholders’ approval of such resolutions and shall take all other action necessary or advisable to secure cause the vote Board of Directors of the Company to recommend to the shareholders required to that they approve such resolutions. In The Company shall be obligated to seek to obtain the event that such approval of Shareholder Approval by the shareholders Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained at by such annual meetingShareholder Approval Date, the Company shall redeem adjourn and reconvene the Preferred Stock Shareholder Meeting at least as often as every sixty (60) calendar days thereafter until such Shareholder Approval is obtained, but in accordance with its termsno event later than One Hundred and Thirty-fifth (135th) calendar day after the Initial Closing Date. Except as expressly modified hereby, all provisions To the extent the Company obtains the Shareholder Approval through the written consent of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreementsCompany’s shareholders, discussions or correspondence between the parties concerning the subject matter solely for purposes of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman issuance of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11First Additional Mandatory Closing Notice, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as Shareholder Approval shall be deemed to have been received upon the mailing of March 17, 1992 (this "Amendment") the definitive information statement to the Stock Purchase Agreement, dated as shareholders pursuant to Regulation 14C of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC1934 Act with the SEC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The If any Group Company -------------------- agrees proposes to include in enter into any Related Party Transaction the proxy statement to be disseminated to subject of Section IV. (4) (the shareholders of “Relevant Transaction”), the Group Company must, prior to entering into the next annual meeting of transaction or arrangement, seek Shareholder approval in accordance with the Company both procedures in Section V. (B) and this Section V. (C): (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and Corporate Legal Department should within two (2) a resolution approving the convertibility and conversion Business Days after receipt of the Preferred Stock approved RP Form under Section V. (B) (3) (ii) deliver the same (including all information and attachments provided therewith) to Common Stock as required pursuant the Shareholder Groups for approval and give a notification of delivery to Part III, Section 5(i)(d) of Schedule D the Secretary of the By-Laws Conflicts Committee. (2) If any of the National Association Shareholder Groups to whom the approved RP Form is given, returns to Corporate Legal Department a signed denial (the “Denial”) on behalf of Securities Dealerssuch Shareholder Group, Inc. The Company shall use its best efforts to solicit from the shareholders within three (3) Business Days after receipt of the approved RP Form stating that the relevant Shareholder Group does not approve of the entry by the relevant Group Company eligible to vote on such resolutions proxies in favor into the Relevant Transaction, then the relevant Group Company must not enter into the Relevant Transaction. Corporate Legal Department shall notify the Secretary of the Conflicts Committee of such resolutions and Denial as soon as practicable. (3) If Corporate Legal Department does not receive a Denial from any Shareholder Group within three (3) Business Days after the approved RP Form is given, then that Shareholder Group shall take all other action necessary or advisable be deemed to secure have approved the vote of the shareholders required to approve such resolutionsRelevant Transaction. In the event that such there is no Denial or no response from or approval is given by the Shareholder Groups, or a combination of these circumstances exist, three (3) Business Days after the approved RP Form is given, then as soon as practicable thereafter, Corporate Legal Department shall notify the Secretary of the shareholders Conflicts Committee that approval or deemed approval from the Shareholder Groups are obtained. (4) If the relevant Group Company receives through the Secretary of the Conflicts Committee or Corporate Legal Department, any notice signed on behalf of any relevant Shareholder Group, approving entry into the Relevant Transaction subject to the satisfaction of certain conditions, subject to the satisfaction of those conditions, the relevant Group Company is not obtained at such annual meetingrequired to seek further approval under this Section V. When giving notice to the Shareholder Groups, Corporate Legal Department shall do so by reference to the Company relevant notice provisions in the Shareholders’ Agreement. Notices under this Section V. (C) shall redeem the Preferred Stock be deemed given and received as provided in accordance with its terms. Except as expressly modified hereby, all provisions clause 39 of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Shareholders’ Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees Board shall take all lawful action to include in (i) cause a special meeting of its shareholders (the proxy statement “Company Shareholder Meeting”) to be disseminated duly called and held as soon as practicable after the date hereof for the purpose of voting on the approval and adoption of this Agreement, the other Transaction Documents and the Amendment and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and (ii) solicit proxies from its shareholders to obtain the required vote for the approval and adoption of this Agreement, the other Transaction Documents and the Amendment, the issuance of the Shares and New Warrants and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and any action necessary or desirable to effectuate the transactions contemplated herein. The Proxy Statement shall include a statement that the Company Board recommends that the shareholders of the Company prior to adopt this Agreement and the next annual meeting other Transaction Documents and thereby approve the issuance of the Company both (1) a resolution to confer voting rights to Shares and the shares of Common Stock issuable upon conversion of New Warrants and the Preferred Stock purchased by the Purchaser hereunder transactions contemplated hereby and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible approve the Amendment and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and the Company Board shall take all lawful action (including the solicitation of proxies) to solicit such adoption and approval; provided, however, that the Company Board may, at any time prior to the time of the Company Shareholder Meeting, withdraw, modify or change any such recommendation to the extent that the Company Board determines in good faith, after receiving written advice from outside legal counsel, that such recommendation would not be consistent with its fiduciary duties to the Company’s shareholders under applicable Legal Requirements (a “Fiduciary Exception”). At any such Company Shareholder Meeting, each of Jxx Xxxxxx and Mxxx Xxxxxxx shall vote on such resolutions proxies all shares over which they have voting control (including, with respect to Mx. Xxxxxxx, any shares over which Mx. Xxxxxxx exercises sole voting control pursuant to that certain voting trust agreement dated August 28, 2006, by and among Mx. Xxxxxxx, Triage Offshore Fund, Ltd., Triage Capital Management B LP, Triage Capital Management LP and Periscope Partners LP) in favor of such resolutions the approval and shall take all adoption of this Agreement and the other Transaction Documents, the Amendment, the issuance of the Shares and the New Warrants and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and any action necessary or advisable desirable to secure effectuate the vote transactions contemplated herein and therein. Mx. Xxxxxx and Mx. Xxxxxxx further agree to (i) execute an irrevocable voting agreement, in form and substance reasonably satisfactory to Elixir, with respect to the foregoing and (ii) not to sell, transfer, assign, pledge or dispose of any shares of Common Stock or Common Stock Equivalents, prior to the Closing except that (y) Mx. Xxxxxxx may sell up to 375,000 shares of Common Stock resulting from the exercise of stock options currently held by Mx. Xxxxxxx, for personal financial reasons, after the date hereof and prior to the Closing and (z) Mx. Xxxxxx may sell up to 150,000 shares of Common Stock of the shareholders required Phileo Foundation, of which Mx. Xxxxxx is trustee and up to approve such resolutions. In 500,000 shares of Common Stock for his own account after the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force date hereof and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCClosing., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees (A) As soon as practicable following the effectiveness of the Registration Statement under the Securities Act, AFI, acting through its Board of Directors, shall take all action necessary to include in duly call and give notice of, a meeting of its shareholders (including any adjournment or postponement, the proxy statement “Shareholders Meeting”), to be disseminated held on a date reasonably acceptable to FBG but in any event within 30 calendar days after the date the Registration Statement becomes effective, for the purpose of adopting this Agreement and considering and voting upon any other matters required to be approved by AFI’s shareholders for consummation of the Company prior Merger. Subject to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' AgreementSection 5.2(B), except that the Company AFI shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the its shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions the adoption and approval of this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote or consent of its shareholders to adopt and approve this Agreement and the Merger. (B) Neither the Board of Directors of AFI nor any committee thereof shall (i) except as expressly permitted by this Section 5.2(B), withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to FBG, the approval or recommendation of such Board of Directors or such committee of the shareholders required Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve such resolutionsor recommend, any Acquisition Proposal, or (iii) cause AFI to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. In Notwithstanding the foregoing, in the event that, prior to the adoption of this Agreement by the AFI shareholders, the Board of Directors of AFI determines in good faith, after it has received a Superior Proposal and after receipt of advice from outside counsel, that the failure to do so would result in a reasonable possibility that the Board of Directors of AFI would breach its fiduciary duties to AFI shareholders under applicable Law, the Board of Directors of AFI may (subject to this and the following sentences) inform AFI shareholders that it no longer believes that the Merger is advisable and no longer recommends approval and may (subject to this and the following sentences) approve or recommend a Superior Proposal (and in connection therewith withdraw or modify its approval or recommendation of this Agreement and the Merger (a “Subsequent Determination”) but only at a time that is after the fifth business day following FBG’s receipt of written notice from AFI advising FBG that the Board of Directors of AFI has received a Superior Proposal specifying the material terms and conditions of such approval Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the Person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, AFI shall provide a reasonable opportunity, not to exceed five Business Days, to FBG to make such adjustments in the terms and conditions of this Agreement as would enable AFI to proceed with its recommendation to its shareholders without a Subsequent Determination; provided, that any such adjustment shall be at the discretion of the shareholders is not obtained parties at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCtime., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) The Company -------------------- shall, prior to, or immediately following execution and delivery of this Agreement, but no later than the close of business on the date of execution of this Agreement, and in accordance with the CGCL and its Articles of Incorporation and Bylaws, submit a written consent (the "Consent") to its shareholders to approve this Agreement, the Escrow Agreement, the Merger and the other transactions contemplated hereby, including with such submission the unanimous recommendation of the Company's Board of Directors that the shareholders approve this Agreement, the Merger and the transactions contemplated hereby, which recommendation the Company's Board of Directors shall not withdraw or modify except as set forth in Section 5.3(b) hereof, sufficient to comply with the CGCL to adopt and approve this Agreement, the Escrow Agreement and the Merger. The Company shall promptly, but in no event later than the close of business on the date of execution of this Agreement, obtain validly executed Consents from each of the shareholders executing a Voting Agreement, and the Company shall use commercially reasonable efforts and take all action necessary and advisable to obtain validly executed Consents from all of the Company's remaining shareholders as soon as reasonably practicable following the public announcement of the execution of this Agreement. The Company shall take all other commercially reasonable actions, subject to the fiduciary obligations of the Company's Board of Directors to ensure that the Required Shareholder Approval is obtained in accordance with all applicable laws and the Company's Articles of Incorporation and Bylaws, including soliciting Consents from its shareholders. (b) The Board of Directors of the Company shall recommend that the Company's shareholders vote in favor of and adopt and approve this Agreement, the Escrow Agreement and the Merger, and neither the Board of Directors of the Company, nor any committee thereof shall, except as set forth in Section 5.3(b) hereof, withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Parent or the Merger Sub, the recommendation of the Board of Directors of the Company that the Company's shareholders vote in favor of and adopt and approve this Agreement, the Escrow Agreement and the Merger. (c) The Company shall promptly notify the Parent of its receipt of Consents sufficient to effect the Required Shareholder Approval. The Company shall ensure that the solicitation of Consents is conducted in accordance with all applicable laws and its Articles of Incorporation and Bylaws, as applicable. (d) Promptly after receipt of the Required Shareholder Approval, the Company shall provide notice of such approval to those shareholders who have not consented and such other persons as required under applicable law (the "Consent Notice") unless such notice is not required because all shareholder consents were sought. Such notice shall comply with Section 603 of the CGCL and other applicable law. The Parent shall have the right to review and approve (such approval not be unreasonably withheld, conditioned or delayed) the Consent Notice, and shall furnish to the Company such information as the Company may reasonably request. (e) The information provided and to be provided by each of the Parent and the Company specifically for use in the Consent Notice and the Dissenters' Notice shall not, with respect to the information supplied by such Person, on the date upon which the Consent Notice or Dissenters' Notice, as the case may be, is mailed to the shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Parent and the Company agrees to include correct promptly any such information provided by it or, in the proxy statement case of information relating to the Merger Sub, by the Parent, that shall have become false or misleading in any material respect and to take all steps necessary to amend or supplement the Consent Notice or the Dissenters' Notice so as to correct the same and to cause the Consent Notice or Dissenters' Notice as so corrected to be disseminated to the shareholders of the Company prior to the next annual meeting of extent required by applicable law. Upon the Company both (1) a resolution to confer voting rights to Company's request, the shares of Common Stock issuable upon conversion of Parent and the Preferred Stock purchased by Merger Sub shall furnish all information concerning the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement Parent or the Shareholders' Agreement, except that the Company shall have no obligation Merger Sub to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in connection with the election of its directors equal to one-third or more of all such voting power, Company's preparation and (2) a resolution approving the convertibility and conversion delivery of the Preferred Stock Consent Notice or the Dissenters' Notice, in each case as may be reasonably required in order to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies comply with applicable laws in favor of such resolutions connection therewith and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event provided that such approval of the shareholders information is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCotherwise publicly available., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) The Company -------------------- agrees shall take, in accordance with applicable Law, the Certificate of Incorporation and Bylaws, all action necessary to include in present the proxy statement to be disseminated to Shareholder Approval Proposal (as defined below) for a vote at the shareholders first meeting of stockholders of the Company prior to held after the next annual meeting execution of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in (such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting powermeeting, and (2) each meeting thereafter at which the Shareholder Approval is considered, a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. "SHAREHOLDER MEETING"). The Company shall use its best efforts to solicit obtain the required approval of the Shareholder Approval Proposal by its stockholders in order to give effect to the Shareholder Approval under the Certificate of Incorporation, the Bylaws, the DGCL and the NYSE Rules. The Company shall file with the Commission the Proxy Statement (as defined below) with respect to the first Shareholder Meeting held after the execution of this Agreement no later than January 15, 2000, and the Company shall use its best efforts to hold such Shareholder Meeting no later than March 5, 2000. (b) The Company's proxy statement for a Shareholder Meeting (as amended or supplemented, the "PROXY STATEMENT") shall include a proposal to consider and vote on the Shareholder Approval (the "SHAREHOLDER APPROVAL PROPOSAL"). The Proxy Statement shall contain the recommendation of the Board of Directors that the stockholders approve the Shareholder Approval Proposal. The Company shall notify the Investor promptly of the receipt by it of any comments from the shareholders Commission or its staff and of any request by the Commission for amendments or supplements to the Proxy Statement or for additional information, and will supply the Investor with copies of all correspondence between the Company and its representatives, on the one hand, and the Commission or the members of its staff or of any other Governmental Entities, on the other hand, with respect to the Proxy Statement. The Company shall give the Investor and its counsel a reasonable opportunity to review and comment on those portions of the Proxy Statement describing or referring to the Shareholder Approval Proposal or any member of the Investor Group (the "INVESTOR INFORMATION") prior to the filing of the Proxy Statement with the Commission and shall give the Investor and its counsel a reasonable opportunity to review and comment on all amendments and supplements to the Investor Information and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission with respect to the Investor Information. The Company shall give reasonable consideration to any comments the Investor or its counsel may provide with respect to the Investor Information or any amendment or supplement thereto. (c) In the event the Shareholder Approval Proposal is not duly approved by the stockholders of the Company eligible to vote on such resolutions proxies in favor at the first Shareholder Meeting held following the execution of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingthis Agreement, the Company shall redeem the Preferred Stock take all action necessary, in accordance with its terms. Except as expressly modified herebyapplicable Law, all provisions to present, and the Board of Directors shall recommend the adoption of, the Shareholder Approval Proposal, at each meeting of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman stockholders of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11Company held thereafter until the Shareholder Approval Proposal is duly adopted by the stockholders of the Company unless, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XXin the opinion of outside legal counsel to the Company, 0the Shareholder Approval is not required under the NYSE Rules to permit the issuance of Common Stock in respect of accrued and unpaid dividends on the Senior Preferred Stock upon the conversion or exchange of the Senior Preferred Stock, xated the issuance of Common Stock upon the conversion of the Series B Preferred Stock, and the vesting of voting rights in respect of the Series B Preferred Stock, in each case in accordance with the terms hereof, the Series A Certificate of Designations and the Series B Certificate of Designations. (d) The Proxy Statement, as of March 17the date it is mailed to stockholders of the Company and as of the date of the relevant Shareholder Meeting, 1992 (will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this "Amendment"Section 8.13(d) shall not apply to any information provided to the Stock Purchase Agreement, dated as Company in writing by any member of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCInvestor Group with respect to such member expressly for inclusion in the Proxy Statement., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (i) The Company -------------------- agrees to include in shall hold a special meeting of shareholders (which may also be at the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of shareholders) at the Company both (1) a resolution to confer voting rights to earliest practical date after the shares date after the date hereof, and in any event on or before September 30, 2016, for the purpose of Common Stock issuable upon conversion obtaining Shareholder Approval, with the recommendation of the Preferred Stock purchased by the Purchaser hereunder Company’s Board of Directors that such proposal be approved, and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser proxy statement and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to oneall management-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company appointed proxyholders shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions their proxies in favor of such resolutions and shall take all other action necessary or advisable to secure proposal. If the vote of Company does not obtain Shareholder Approval at the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual first meeting, the Company shall redeem call a meeting every four months thereafter to seek Shareholder Approval until the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions earlier of the Agreement date Shareholder Approval is obtained or the Warrants are no longer outstanding. (ii) In the event that Shareholder Approval is not obtained and deemed effective on or before January 13, 2017, at the Holder’s option (“Warrant Call Exercise”), the Company shall remain in full force purchase all of this Warrants from the Holder by paying to the Holder an amount of cash equal to the lesser of (i) such Holder’s pro-rata share of $3,500,000 (based on the aggregate Exercise Prices of this Warrant to all Warrants issued pursuant to the Purchase Agreement) and effect(ii) the Black Scholes Value of the Warrant. This amendment supercedes all prior agreements“Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, discussions or correspondence L.P. (“Bloomberg”) determined as of the day the Holder makes its Warrant Call Exercise reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the parties concerning date of Warrant Call Exercise and the subject matter Termination Date, (B) an expected volatility equal to the greater of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President 100% and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman the 100 day volatility obtained from the HVT function on Bloomberg as of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") Trading Day immediately prior to the Stock Purchase AgreementWarrant Call Exercise, dated as (C) the underlying price per share used in such calculation shall be the VWAP of May --------- 11the day immediately prior to the Warrant Call Exercise and (D) a remaining option time equal to the time between the Warrant Call Exercise and the Termination Date. The payment of the purchase of this Warrant will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, 1991if later, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (on the "Company"effective date of the Fundamental Transaction) and COBE LABORATORIESmay be made by a Holder at any time from January 13, INC2017 until the date that is one Trading Day following the date that Shareholder Approval is deemed obtained, deemed effective and publicly disclosed., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees shall submit this Agreement, the Agreement of Merger and the transactions contemplated hereby to include in its shareholders for approval and adoption as provided by Florida Law and the proxy statement to be disseminated to the shareholders articles of incorporation and bylaws of the Company prior within five days of the date hereof. Such submission, and any proxy or consent in connection therewith, (i) shall include a solicitation of the approval of the holders of Company Common Stock and (ii) shall specify that adoption of this Agreement and approval of the Merger shall constitute approval by the Company Shareholders of the appointment of Xxxxx Xxxxx as Securityholder Agent, under and as defined in this Agreement. The Company shall use its commercially reasonable efforts to obtain the next annual meeting consent of the Company both Shareholders sufficient to (1i) approve the Merger, this Agreement and the transactions contemplated hereby, (ii) constitute a resolution majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) constitute a majority of the outstanding shares of Company Common Stock, and (iv) enable the Closing to confer voting rights occur as promptly as practicable. In addition, the Company shall (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any payments of stock contemplated by this Agreement that Parent determines may constitute "parachute payments" pursuant to Section 280G of 36 the Code, such that all such payments resulting from the transactions contemplated hereby shall not be deemed to be "parachute payments" pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Shareholder approval has not been obtained with respect to any payment of stock that may be deemed to constitute a "parachute payment" within the meaning of Section 280G of the Code and, as a consequence, that such "parachute payment" shall not be made or provided. Each of Parent and the Company agrees to provide promptly to the shares of Common Stock issuable upon conversion other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (the "Soliciting Materials") and to cause its representatives to cooperate with the other's representatives in the preparation of the Preferred Stock purchased Soliciting Materials. The Soliciting Materials submitted to the Company Shareholders shall be subject to the review and approval by Parent (and include information regarding the Purchaser hereunder Company, the terms of the Merger and this Agreement and the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement, and the transactions contemplated hereby). The Company warrants that none of the information contained in any other shares of Common Stock acquired by documents mailed or delivered to the Purchaser pursuant Company Shareholders in connection with soliciting their consent to this Agreement or the Shareholders' AgreementMerger, except including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Law. The Company agrees to arrange for, at Parent's expense (not to exceed $5,000), a Purchaser Representative who shall have such knowledge and experience in financial and business matters that the Company Purchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, and who shall have no obligation to include in such shareholders' resolution any such shares otherwise satisfy the requirements of Common Stock that would entitle Rule 501(h) under the Purchaser and its associates, immediately upon acquisition of such sharesSecurities Act, to exercise or direct act as "purchaser representative" within the exercise meaning of Rule 501(h) under the voting power Securities Act, for certain of the Company Shareholders in connection with the election of its directors equal Merger. The Purchaser Representative shall be available at reasonable times to one-third or more of all such voting power, meet with Company Shareholders to discuss with them the merits and (2) a resolution approving the convertibility and conversion risks of the Preferred Stock to investment in Parent Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCMerger., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees to include Solely in the proxy statement event that the Company determines that it is required in order to be disseminated to permit the shareholders full conversion of the Debentures (including in connection with the payment of interest thereon) or the full exercise of the Warrants issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules of the Principal Market (the “Shareholder Approval”), the Company prior to shall hold a special meeting of shareholders (which may also be at the next annual meeting of shareholders) as soon as reasonably practicable, but in no event later than January 31, 2016, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company both (1) shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a resolution meeting every three months thereafter to confer voting rights seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Debentures are no longer outstanding. Each Purchaser further agrees that it shall not be entitled to vote the shares of Common Stock of the Company issuable upon to it pursuant to the terms of this Agreement, including pursuant to the conversion of the Preferred Stock purchased by Debentures or exercise of any Warrants, at any meeting of the Purchaser hereunder Company’s stockholders convened to vote on a proposal to enable the Company to issue the Underlying Shares in excess of 19.99% of the issued and any other shares of outstanding Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power Company. (b) Section 4.19 of the Purchase Agreement is hereby amended by adding the following text at the end thereof: “Notwithstanding the foregoing, however, the provisions of Section 4.19 shall not apply to any change in the Chief Executive Officer of the Company that is made in connection with any mergers, acquisitions or other transaction resulting in a change in control of the Company, which are approved by a majority of the disinterested directors of the Company.” (c) The definition of Filing Date in the election of RRA is hereby amended and restated in its directors equal entirety to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock read as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------follows:

Shareholder Approval. The Company -------------------- agrees shall provide each shareholder entitled to include in the proxy statement to be disseminated to the vote at a special or annual meeting of shareholders of the Company (the “Shareholder Meeting”), a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) (i) to amend the Articles of Incorporation to increase the Company’s authorized capital stock to 150,000,000 shares of Common Stock, (ii) to increase the number of directors constituting the Company’s board of directors from five (5) to seven (7) and (iii) to approve, subject to the consummation of a Qualified Secondary Offering, an amendment to the Articles of Incorporation to effect up to a 1-for-10 reverse stock split of the Common Stock immediately prior to the next annual meeting consummation of the Company both Qualified Secondary Offering (1such reverse stock split is referred to herein as the “Authorized Reverse Split”) a resolution (such affirmative approval being referred to confer voting rights to herein as the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power“Shareholder Approval”), and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from its shareholders’ approval of the shareholders Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company eligible to vote on such resolutions proxies in favor of such resolutions recommend to the shareholders that they approve the Resolutions. In connection therewith, the Company shall be obligated to (i) at its expense, hire a proxy solicitation firm acceptable to Iroquois to solicit the Shareholder Approval, (ii) cause a definitive proxy statement relating to the Resolutions and shall take all other action necessary or advisable the Shareholder Meeting to secure be filed with the vote SEC and mailed to the Company’s shareholders by no later than October 3, 2011, and (iii) hold the Shareholder Meeting promptly following the mailing of the shareholders required to approve such resolutionsdefinitive proxy statement (but in no event later than October 27, 2011). In If, despite the event that such approval of Company’s best efforts, the shareholders Shareholder Approval is not obtained at such annual meetingthe first Shareholder Meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed cause an additional Shareholder Meeting to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 be held every three (this "Amendment"3) to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCmonths thereafter until such Shareholder Approval is obtained., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) The Company -------------------- agrees shall submit this Agreement, the California Agreement of Merger and the transactions contemplated hereby to include in its shareholders for approval and adoption as provided by California Law and the proxy statement to be disseminated to the shareholders articles of incorporation and bylaws of the Company prior to within five days of the next annual meeting date hereof. Such submission, and any proxy or consent in connection therewith, (i) shall include a solicitation of the approval of the holders of Company Common Stock, the Company Preferred Stock and the Series B Preferred Stock of the Company, each voting separately as a class and (ii) shall specify that adoption of this Agreement and approval of the Merger shall constitute approval by the Company Shareholders of: (A) the escrow and indemnification obligations of the Company both Shareholders set forth in Article 7 hereof and the deposit of the Merger Consideration equal to the Escrow Amount into the Escrow Fund and (1B) in favor of the appointment of Jordan Libit as Securityholder Agent, under and as defined in this Agreement. The Company shall use its commercially reasonable efforts to obtain the consent of the Company Shareholders sufficient to (i) approve the Merger, this Agreement and the transactions contemplated hereby, (ii) constitute a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) constitute a majority of the outstanding shares of Company Common Stock, (iv) constitute at least a majority of the outstanding shares of Company Preferred Stock, (v) constitute at least a majority of the outstanding shares of Series B Preferred Stock of the Company and (vi) enable the Closing to occur as promptly as practicable. In addition, the Company shall (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any payments of cash or stock contemplated by this Agreement that Parent determines may constitute “parachute payments” pursuant to Section 280G of the Code, such that all such payments resulting from the transactions contemplated hereby shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Shareholder approval has not been obtained with respect to any payment of cash or stock that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code and, as a consequence, that such “parachute payment” shall not be made or provided. The Company shall deliver to Parent, concurrently with the execution of this Agreement, executed Voting Agreements from holders with beneficial ownership of at least (i) a resolution majority of the outstanding shares of Company Preferred Stock, (ii) a majority of the outstanding shares of Series B Preferred Stock of the Company and (iii) 90% of the outstanding shares of Company Common Stock, each as of the date hereof. (b) Each of Parent and the Company agrees to confer voting rights provide promptly to the shares of Common Stock issuable upon conversion other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (the “Soliciting Materials”) and to cause its representatives to cooperate with the other’s representatives in the preparation of the Preferred Stock purchased Soliciting Materials. The Soliciting Materials submitted to the Company Shareholders shall be subject to the review and approval by Parent (and include information regarding the Purchaser hereunder Company, the terms of the Merger and this Agreement and the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement, and the transactions contemplated hereby). The Company warrants that none of the information contained in any other shares of Common Stock acquired by documents mailed or delivered to the Purchaser pursuant Company Shareholders in connection with soliciting their consent to this Agreement or the Shareholders' AgreementMerger, except including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Law. (c) The Company agrees to arrange for, at Parent’s expense (not to exceed $20,000), a Purchaser Representative who shall have such knowledge and experience in financial and business matters that the Company Purchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, and who shall have no obligation to include in such shareholders' resolution any such shares otherwise satisfy the requirements of Common Stock that would entitle Rule 501(h) under the Purchaser and its associates, immediately upon acquisition of such sharesSecurities Act, to exercise or direct act as “purchaser representative” within the exercise meaning of Rule 501(h) under the Securities Act and as “professional advisor” (as such term is defined in Regulation 260.102.12(g) promulgated by the Commissioner of Corporations of the voting power State of California under the California Corporate Securities Law of 1968, as amended (the “California Securities Act”), for certain of the Company Shareholders in connection with the election of its directors equal Merger. The Purchaser Representative shall be available at reasonable times to one-third or more of all such voting power, meet with Company Shareholders to discuss with them the merits and (2) a resolution approving the convertibility and conversion risks of the Preferred Stock to investment in Parent Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCMerger., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The a) Promptly following the date of this Agreement and in any event prior to First Effective Time, each Equity Holder shall take, or cause to be taken, any and all action necessary or advisable for such Equity Holder to approve, in his or her capacity as a shareholder of the Company, the transactions contemplated by the Business Combination Agreement (the “Company -------------------- Approval”). b) Promptly following the Pre-Closing Exchange and prior to the First Effective Time, each Equity Holder shall take, or cause to be taken, any and all action necessary or advisable for such Equity Holder to approve, in his or her capacity as a shareholder of Newco, the Second Merger and the other transactions contemplated by the Business Combination Agreement (the “Newco Approval” and together with the Company Approval, the “Corporate Approvals”). c) Without limiting the generality, and in furtherance, of the foregoing, during the term of this Agreement, for purposes of the Corporate Approvals, each Equity Holder, on its own behalf and on behalf of any wholly owned subsidiary, as applicable, hereby agrees to include be present for any meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Equity Interests and ordinary shares of Newco (“Shares”) (i) in favor of, and to adopt, the Business Combination Agreement, the Transaction Agreements and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the proxy statement to be disseminated Business Combination Agreement, the Transaction Documents and the transactions contemplated thereby to the shareholders extent required for the Company and Newco to carry out their respective obligations thereunder, and (iii) in opposition to: (A) any Company Business Combination and any and all other proposals (1) that could reasonably be expected to delay or impair the ability of the Company prior to consummate the next annual meeting of transactions contemplated by the Business Combination Agreement or any Transaction Agreement or (2) which are in competition with or materially inconsistent with the Business Combination Agreement, any Transaction Agreement and the transactions contemplated thereby or (B) any other action, proposal, transaction or agreement involving the Company both (1) a resolution or any of its subsidiaries that is intended, or would reasonably be expected, to confer voting rights to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the shares of Common Stock issuable upon conversion of the Preferred Stock purchased transactions contemplated by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Business Combination Agreement or the Shareholders' Agreementany Transaction Agreement or would reasonably be expected to result in (y) any breach of any representation, except that the Company shall have no warranty, covenant, obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power agreement of the Company in the election Business Combination Agreement or any Transaction Agreement or (z) any of its directors equal the conditions to one-third the Company’s obligations under the Business Combination Agreement or more of all such voting powerany Transaction Agreement not being fulfilled. d) Each Equity Holder agrees not to deposit, and to cause its affiliates not to deposit, any Equity Interests or Shares in a voting trust or subject any Equity Interests or Shares to any arrangement or agreement with respect to the voting of such Equity Interests or Shares, unless specifically requested to do so by the SPAC and the Company in connection with the Business Combination Agreement, the Transaction Agreements or the transactions contemplated thereby. e) Each Equity Holder agrees (2i) a resolution approving to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Legal Requirements at any time with respect to the convertibility Second Merger, the Pre-Closing Exchange, the Agreement, the other Transaction Agreements and conversion the transactions contemplated thereby and (ii) not to commence or participate in any claim, derivative or otherwise, against the Company, Newco, SPAC, New PubCo or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Business Combination Agreement or the consummation of the Preferred Stock Mergers, the Pre-Closing Exchange or the other transactions contemplated thereby, including any claim (A) challenging the validity of, or seeking to Common Stock as required pursuant to Part IIIenjoin the operation of, Section 5(i)(dany provision of this Agreement or (B) alleging a breach of Schedule D any fiduciary duty of the By-Laws board of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders directors or similar governing body of the Company eligible to vote on such resolutions proxies or New PubCo in favor of such resolutions and shall take all other action necessary or advisable to secure connection with the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingSecond Merger, the Company shall redeem Pre-Closing Exchange, the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as the other Transaction Agreements and the transactions contemplated thereby. For the avoidance of May --------- 11doubt, 1991this paragraph shall not apply, as amended by Amendment No. 1or be construed to apply, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (to in respect of an Equity Holder’s rights or obligations under the "Company") and COBE LABORATORIES, INCShareholders Agreement or the A&R Registration Rights Agreement., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees (a) Following the execution of this Agreement, Level One shall take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to include convene a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the proxy statement time when First Merchants notifies Level One that the Registration Statement has been declared effective, subject to extension with the consent of First Merchants, which shall not unreasonably be withheld, conditioned or delayed) to consider and vote upon the approval of this Agreement and any other matter required to be disseminated to approved by the shareholders of Level One in order to consummate the Company prior Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Shareholder Meeting”). (b) Subject to Section 7.5 hereof, Level One shall cooperate with First Merchants in the preparation of the “Registration Statement” (as defined below) and use its reasonable best efforts to obtain the requisite vote of Level One’s shareholders to approve this Agreement and to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Shareholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Level One in connection with the Shareholder Meeting are solicited in compliance with the Michigan Business Corporation Act, the Articles of Incorporation and Bylaws of Level One, and all other applicable legal requirements. Level One shall keep First Merchants updated with respect to the next annual meeting proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by First Merchants. In connection with the Proxy Statement, Level One will obtain the opinion of Barack Xxxxxxxxxx Xxxxxxxxxx and Xxxxxxxxx LLP, tax counsel to Level One, that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Company both (1Code; each of Level One and First Merchants will be a party to such reorganization within the meaning of Section 368(b) a resolution to confer voting rights of the Code; and no gain or loss will be recognized by holders of Level One Common Stock upon the receipt of shares of First Merchants Common Stock in exchange for their shares of Level One Common Stock, except to the extent of any cash consideration received in the Merger and any cash received in lieu of fractional shares of First Merchants Common Stock; and (ii) Barack Xxxxxxxxxx Xxxxxxxxxx and Xxxxxxxxx LLP confirms that the discussion contained in the Registration Statement under the caption “Material Federal Income Tax Consequences of the Merger” subject to the limitations, qualifications and assumptions described therein, constitutes its opinion of the material federal income tax consequences of the Merger to a stockholder who holds shares of Level One Common Stock issuable upon conversion as a capital asset. (c) Subject to Section 7.5 hereof, Level One’s Board of Directors shall recommend that Level One’s shareholders vote to approve this Agreement and the Preferred Stock purchased by transactions contemplated hereby (including the Purchaser hereunder Merger) and any other shares of Common Stock acquired matters required to be approved by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise Level One’s shareholders for consummation of the voting power of Merger and the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified transactions contemplated hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees shall either (x) if the Company shall have obtained the prior written consent of the requisite shareholders (the “Shareholder Consent”) to include in obtain the proxy statement to be disseminated to Shareholder Approval, inform the shareholders of the Company of the receipt of the Shareholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the next annual forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after the Closing), an information statement with respect thereto or (y) provide each shareholder entitled to vote at a special meeting of shareholders of the Company both (1) the “Shareholder Meeting”), which shall be promptly called and held not later than 150 days after the Closing Date (the “Shareholder Meeting Deadline”), a resolution to confer voting rights proxy statement, in each case, in a form reasonably acceptable to the shares Buyers and Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for (A) an increase in authorized Common Stock issuable upon conversion and (B) the approval of the Preferred Stock purchased by the Purchaser hereunder and any other shares issuance of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise all of the voting power Securities in compliance with the rules and regulations of the Company Principal Market (without regard to any limitations on conversion or exercise set forth in the election of its directors equal Notes or Warrants, respectively) (such affirmative approval being referred to one-third or more of all such voting powerherein as the “Shareholder Approval”, and (2) a resolution approving the convertibility date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its reasonable best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor its shareholders’ approval of such resolutions and shall take all other action necessary or advisable to secure cause the vote Board of Directors of the Company to recommend to the shareholders required to that they approve such resolutions. In The Company shall be obligated to seek to obtain the event that such approval of Shareholder Approval by the shareholders Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained at such annual meetingon or prior to the Shareholder Meeting Deadline, the Company shall redeem cause an additional Shareholder Meeting to be held on or prior to 240 days after the Preferred Stock in accordance with its termsClosing Date. Except as expressly modified herebyIf, all provisions of despite the Agreement Company’s reasonable best efforts the Shareholder Approval is not obtained after such subsequent shareholder meetings, the Company shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed cause an additional Shareholder Meeting to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATIONbe held semi-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCannually thereafter until such Shareholder Approval is obtained., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) NWS and the Principal Shareholder shall use their best efforts to obtain (if not obtained on or before the date of this Agreement), within 15 days following the execution and delivery of this Agreement, the written consent of Shareholders holding the requisite number of shares of NWS Common Stock under the Michigan Act with respect to authorization and approval of the Merger and authorization, approval, and adoption of this Agreement (the “Shareholder Consent”). The Company -------------------- agrees materials submitted to such Shareholders in connection with the Shareholder Consent shall include authorizing resolutions adopted by the NWS board of directors with respect to authorization and approval of the Merger, authorization, approval, and adoption of this Agreement, and instruction to present the Merger and this Agreement to the Shareholders for approval. Promptly following receipt of the Shareholder Consent, NWS shall deliver a copy of the Shareholder Consent to Tyler. (b) Subject to the last sentence of this Section 7.4(b) promptly following, but in no event later than ten days after, receipt of the proxy Shareholder Consent, NWS shall prepare and mail a notice (the “Shareholder Notice”) to each Shareholder that did not execute the Shareholder Consent. The Shareholder Notice shall include (i) a statement to be disseminated the effect that NWS board of directors unanimously authorized and approved the Merger and authorized, approved, and adopted this Agreement, (ii) a copy of the Shareholder Consent and notice that the Merger and this Agreement have been approved by Shareholders holding the requisite number of shares of NWS Common Stock under the Michigan Act, (iii) notice that subject to the shareholders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to conditions set forth in this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting powerMerger will be consummated, and (2iv) a resolution approving notice that, based on the convertibility Total Merger Consideration and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions Section 1762(2)(b) of the Agreement Michigan Act, such Shareholders shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter not have a right of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") dissent with respect to the Stock Purchase AgreementMerger. All materials submitted to the Shareholders in accordance with this Section 7.4(b) shall be subject to Tyler’s prior review and approval, dated as of May --------- 11which shall not be unreasonably withheld, 1991conditioned, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCor delayed., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. No bonuses shall be paid under the Plan unless and until the Company's shareholders shall have approved the Plan and the performance goals as required by Section 162(m) of the Code. The Company -------------------- agrees to include Plan will be in effect from the proxy statement to be disseminated time of shareholder approval to the shareholders tenth anniversary of the Company prior date of such approval. If the Plan is amended in any way that changes the material terms of the Plan's performance goals, including by materially modifying the performance goals, increasing the maximum bonus payable under the Plan or changing the Plan's eligibility requirements, the Plan shall be resubmitted to the next annual meeting Company's shareholders for approval as required by Section 162(m) of the Company both (1) a resolution to confer voting rights to Code. * * * * I hereby certify that the shares of Common Stock issuable upon conversion of the Preferred Stock purchased foregoing Plan was duly approved by the Purchaser hereunder and any other shares Board of Common Stock acquired by the Purchaser pursuant to Directors of IDEX Corporation effective November 28, 2000. Executed on this Agreement or the Shareholders' Agreement____ day of ___________, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions2001. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 ------------------------------------------ Secretary 1‌ 2001 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USAPLAN FOR OFFICERS OF IDEX CORPORATION IDEX Corporation, a Tennessee Delaware corporation (the "Company") and COBE LABORATORIES), INC.by resolution of its Board of Directors, a Colorado ------- corporation on January 23, 2001 approved the 2001 Stock Plan for Officers of IDEX Corporation (the "PurchaserOriginal Plan"), subject to approval of the Company's shareholders. ---------The purposes of this Plan are as follows: (1) To further the growth, development and financial success of the Company by providing additional incentives to certain of its Officers who have been or will be given responsibility for the management or administration of the Company's business affairs, by assisting them to become owners of the Company's Common Stock and thus to benefit directly from its growth, development and financial success. (2) To enable the Company to obtain and retain the services of the type of managerial employees considered essential to the long-range success of the Company by providing and offering them an opportunity to become owners of the Company's Common Stock under options and/or deferred compensation awards (pursuant to this Plan and any Deferred Compensation Plans that permit deferrals into accounts distributable in Common Stock after the deferral period).

Shareholder Approval. The Company -------------------- agrees to include in the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both (1a) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting powerAs promptly as practicable, and in any event within two (2) a resolution approving Business Days, following the convertibility and conversion receipt of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingASL Approval, the Company shall redeem obtain and deliver to Parent the Preferred Stock written consents of its Shareholders sufficient to achieve the Requisite Company Vote (the “Written Consent”), which such Written Consent is in accordance with its termsthe Company Charter Documents and the CGCL. Except as expressly modified The materials submitted to the Shareholders in connection with the receipt of the Written Consent shall include the Company Board Recommendation and a definitive copy of this Agreement. (b) Within ten (10) Business Days of the receipt of the Written Consent, the Company shall prepare and mail a notice (the “Shareholder Notice”) to every Shareholder that did not execute the Written Consent. The Shareholder Notice shall (i) be a statement to the effect that the Company Board determined that the Mergers are advisable in accordance with Section 1200 of the CGCL and in the best interests of the Shareholders and approved and adopted this Agreement, the Mergers and the other transactions contemplated hereby, all provisions (ii) provide the Shareholders to whom it is sent with notice of the Agreement shall remain actions taken in full force the Written Consent, including the approval and effect. This amendment supercedes all prior agreementsadoption of this Agreement, discussions or correspondence between the parties concerning Mergers and the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman other transactions contemplated hereby in accordance with Section 603 of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NOCGCL and the bylaws of the Company, and (iii) notify such Shareholders of their dissent and appraisal rights pursuant to Chapter 13 of the CGCL. 2 TO THE MAY 11The Shareholder Notice shall include therewith a copy of Sections 1300, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX1302, 01303, xated and 1304 of the CGCL and all such other information as Parent shall reasonably request, and shall be sufficient in form and substance to start the thirty (30) day period during which a Shareholder must demand appraisal of March 17, 1992 (this "Amendment") such Shareholder’s Shares as contemplated by Section 1301 of the CGCL. All materials submitted to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company"Shareholders in accordance with this Section 5.06(a) shall be subject to Parent’s advance review and COBE LABORATORIES, INCreasonable approval., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- agrees to include in shall hold a special meeting of shareholders (which may also be at the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of shareholders) at the Company both (1) a resolution to confer voting rights to earliest practical date after the shares Initial Closing Date for the purpose of Common Stock issuable upon conversion obtaining Shareholder Approval, with the recommendation of the Preferred Stock purchased by the Purchaser hereunder Company’s Board of Directors that such proposal be approved, and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser proxy statement and its associates, immediately upon acquisition all management-appointed proxyholders shall vote their proxies in favor of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. proposal. The Company shall use its reasonable best efforts to solicit from the shareholders of obtain such Shareholder Approval. If the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure does not obtain Shareholder Approval at the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual first meeting, the Company shall redeem call a meeting every three months thereafter to seek Shareholder Approval until the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions earlier of the Agreement shall remain in full force date Shareholder Approval is obtained and effectthe last date the second Subsequent Closing could have occurred pursuant to Section 2.4. This amendment supercedes all prior agreements, discussions or correspondence between Prior to obtaining Shareholder Approval the parties concerning Company may not issue any shares of Common Stock pursuant to the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman Transaction Documents if such shares exceed 19.9% of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as issued and outstanding shares of March 17, 1992 (this "Amendment") Common Stock of the Company immediately prior to the Stock Purchase Agreement, dated as execution of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation this Agreement (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"“Share Issuance Limitation”). ---------The shares of Common Stock issued up to the Share Issuance Limitation, shall be allocated first to the Shares issued at the Initial Closing, then any Warrant Shares issued upon exercise of the Warrants issued at the Initial Closing prior to the Subsequent Closings, then the Shares issued at the Subsequent Closings, then to the Warrant Shares issuable pursuant to the Warrants issued at the Initial Closing that remain unexercised following the Subsequent Closings, and then to the Warrant Shares issuable pursuant to the Warrants issued at the Subsequent Closings. The Company represents and warrants that the Securities set forth on Schedule 4.15 do not, in the aggregate, exceed the Share Issuance Limitation.

Shareholder Approval. The Company -------------------- agrees to include in the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both (1a) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from obtain, as promptly as practicable, the Requisite Shareholder Approval, either at a special meeting of shareholders or pursuant to a written shareholder consent, all in accordance with the applicable requirements of the DGCL. In connection with such special meeting of shareholders or written shareholder consent, the Company shall provide to its shareholders a written proxy or information statement (the "Disclosure Statement") which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Shareholders, the escrow arrangements and the authority of the Shareholder Representative, and a statement that the adoption of this Agreement by the shareholders of the Company eligible to vote on such resolutions proxies in favor shall constitute approval of such resolutions and shall take terms), (B) all other action necessary or advisable to secure the vote of the shareholders information required to approve such resolutions. In the event that such approval by Section 3(a)(10) of the Securities Act, if applicable, and (C) a statement that appraisal rights are available for the Company Shares pursuant to the DGCL and a copy of Section 262 of the DGCL. Engage agrees to cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until Engage has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by Engage (which approval may not be unreasonably withheld or delayed). If the Requisite Shareholder Approval is obtained without the solicitation of all shareholders is not obtained at such annual meetingentitled to vote, the Company shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified herebysend, all provisions pursuant to Section 228 of the Agreement shall remain in full force and effect. This amendment supercedes DGCL, a written notice to all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman shareholders of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") Company at least ten days prior to the Stock Purchase AgreementEffective Time informing them that this Agreement and the Merger were adopted and approved by the shareholders of the Company and that appraisal rights are available for their Company Shares pursuant to Section 262 of the DGCL (which notice shall include a copy of Section 262 of the DGCL), dated as and shall promptly inform Engage of May --------- 11the date on which such notice was sent. (b) The Company, 1991acting through its Board of Directors, as amended shall include in the Disclosure Statement the unanimous recommendation of its Board of Directors that the shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) The Company shall ensure that the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall not be responsible for the accuracy or completeness of any information furnished by Amendment No. 1Engage or Transitory Subsidiary for inclusion in the Disclosure Statement). (d) Engage and Transitory Subsidiary shall ensure that any information furnished by such party to the Company for inclusion in the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, dated May 24in light of the circumstances under which they were made, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCnot misleading., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The Company -------------------- (a) Buyer acknowledges that Pure Cycle is required to (a) file this Agreement with the Securities and Exchange Commission (the “SEC Filing”) and (b) obtain the affirmative vote in favor of this Agreement and the transactions contemplated herein from the holders of a majority of the issued and outstanding shares of its common stock in accordance with the Colorado Business Corporation Act and Pure Cycle’s articles of incorporation and bylaws (“Shareholder Approval”) in order to consummate the transactions contemplated herein. Within five (5) business days after the Effective Date, (i) Seller shall make the SEC Filing and (ii) Buyer shall enter into voting agreements with those shareholders of Pure Cycle who are directors of Pure Cycle and those shareholders over whose shares the directors have sole voting control, in a form reasonably acceptable to Buyer and such shareholders (each a “Voting Agreement”), pursuant to which each of such shareholder agrees to include (x) vote in favor of adoption of this Agreement and the proxy statement to be disseminated to the shareholders of the Company prior to the next annual meeting of the Company both transactions contemplated herein and (y) vote against (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' AgreementSuperior Proposal (as defined below), except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power, and (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a resolution approving breach of any covenant, representation or warranty of Seller under this Agreement and (3) vote against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with or adversely affect the convertibility and conversion timely consummation of the Preferred Stock transactions contemplated herein. The date on which (i) Seller has provided written notice to Common Stock Buyer that Seller has made the SEC Filing, together with reasonable supporting documentation evidencing satisfaction of such requirement, or (ii) Buyer has notified Seller that it has obtained executed Voting Agreements from holders of at least 27% of Pure Cycle’s issued and outstanding shares of common stock, whichever is later, shall be the “Due Diligence Kick-Off Date.” (b) Seller shall take all action necessary to duly call, give notice of, convene and hold a special meeting of Pure Cycle’s shareholders to consider this Agreement and the transactions contemplated herein (the “Shareholder Meeting”) as required pursuant to Part IIIsoon as reasonably practicable after the date of this Agreement, Section 5(i)(d) of Schedule D of but in no event later than 75 days after the By-Laws of the National Association of Securities Dealers, Inc. The Company Effective Date. Seller shall use its best commercially reasonable efforts to (i) solicit proxies from the Pure Cycle’s shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions the adoption of this Agreement and shall the transactions contemplated herein (the “Proxy Statements”) and (ii) take all other action actions necessary or advisable to secure the vote Shareholder Approval. Seller shall provide regular updates to Buyer regarding the proxy solicitation results. Once the Shareholder Meeting has been called and noticed, Seller shall not postpone or adjourn the meeting without the consent of Buyer (other than to obtain a quorum or as reasonably determined by Seller to comply with applicable law). (c) The obligations of the shareholders required parties to approve such resolutionsconsummate the transactions contemplated herein are subject to the condition that Pure Cycle shall have obtained the Shareholder Approval. In the event that such approval of the shareholders is If Pure Cycle has not obtained at such annual meetingShareholder Approval on or before the Closing Date, then Seller may terminate this Agreement by written notice to Buyer on or before the Company Closing Date, whereupon the Deposit shall redeem the Preferred Stock in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force be returned to Buyer and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning shall be released from all further obligations hereunder, other than those which specifically survive termination of this Agreement; provided, that if Seller terminates this Agreement pursuant to this subsection following the subject matter due Diligence Kick-Off Date, Seller shall pay Buyer a break-up fee of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman $1,000,000.00 (which obligation shall survive termination of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC)., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The On or before the date which is 45 days after -------------------- the date of this Agreement, (the "PROXY STATEMENT TRIGGER DATE"), the Company -------------------- agrees shall provide each stockholder entitled to include vote at the next meeting of stockholders of the Company, which meeting shall not be later than January 29, 1999 (the "STOCKHOLDER MEETING DEADLINE"), a proxy statement, which has been previously reviewed by the Buyers and a counsel of their choice, soliciting each such stockholder's affirmative vote at such stockholder meeting for (a) approval of the Company's issuance of all of the Securities (as defined in the proxy statement to be disseminated to Purchase Agreement) as described in the shareholders Purchase Agreement and (b) authorization of an increase in the number of authorized shares of the Company prior Common Stock to the next annual meeting of the Company both (1) a resolution to confer voting rights to the at least 125,000,000 shares of Common Stock issuable upon conversion of (collectively, the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or the Shareholders' Agreement, except that the Company shall have no obligation to include in such shareholders' resolution any such shares of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise of the voting power of the Company in the election of its directors equal to one-third or more of all such voting power"SHAREHOLDER APPROVALS"), and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from its stockholders' approval of such issuance of the shareholders Securities and such increase in authorized shares of Common Stock and cause the Board of Directors of the Company eligible to vote on recommend to the stockholders that they approve such resolutions proxies proposal. If such stockholder meeting is not the Company's annual stockholder meeting, such proxy statement shall not seek approval of any matters other than the approval described in favor the preceding sentence and the election of such resolutions and directors. If the Company fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline, then, as partial relief (which remedy shall take all not be exclusive of any other action necessary remedies available at law or advisable in equity), the Company shall pay to secure each holder of Preferred Shares an amount in cash per Preferred Share equal to the vote product of (i) $50,000; multiplied by (ii) .02; multiplied by (iii) the quotient of (x) the number of days after the Stockholder Meeting Deadline that a meeting of the shareholders required Company's stockholders is not held, divided by (y) 30. The Company shall make the payments referred to approve in the immediately preceding sentence within five days of the earlier of (I) the holding of the meeting of the Company's stockholders, the failure of which resulted in the requirement to make such resolutionspayments, and (II) the last day of each 30-day period beginning on the Stockholder Meeting Deadline. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company fails to make such payments in a timely manner, such payments shall redeem bear interest at the Preferred Stock rate of 1.5% per month (pro rated for partial months) until paid in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCfull., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. The (a) On the date hereof, the Company -------------------- agrees shall obtain the Sufficient Shareholder Vote, pursuant to include a written shareholder consent in accordance with the proxy statement to be disseminated WBCA and the Charter Documents of the Company. In connection with such written shareholder consent, the Company shall submit to the shareholders Shareholders soliciting materials with respect to the Merger, which shall (i) include a solicitation of the approval of the holders of the Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Capital Stock issuable upon conversion of the Preferred Stock purchased by the Purchaser hereunder and any other shares of Common Stock acquired by the Purchaser pursuant to this Agreement or and the Shareholders' Merger, (ii) specify that adoption of this Agreement shall constitute approval by the Shareholders of this Agreement, except the obligations of the Shareholders under this Agreement and the appointment of Xxxxxx Xxxxx as Shareholder Representative, under and as defined in this Agreement, (iii) include a summary of the Merger and this Agreement, (iv) include a statement that dissenters’ rights are available for the Company shall have no obligation Capital Stock pursuant to the WBCA, and (v) include in such shareholders' resolution any such shares a copy of Common Stock that would entitle the Purchaser and its associates, immediately upon acquisition of such shares, to exercise or direct the exercise Chapter 23B.13 of the voting power WBCA. Any materials to be submitted to the Shareholders in connection with the solicitation of their approval of the Merger and this Agreement (the “Soliciting Materials”) shall be subject to review and approval by Parent prior to distribution, such approval not to be unreasonably withheld or delayed, and shall also include the unanimous recommendation of the Board of Directors of the Company in favor of the election Merger, this Agreement, and the transactions contemplated hereby, and the conclusion of the Company’s Board of Directors that the terms and conditions of the Merger are fair and reasonable to the Shareholders. (b) Promptly following receipt of written consents of its directors equal to one-third or more of all such voting power, and (2) a resolution approving Shareholders constituting the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to Part III, Section 5(i)(d) of Schedule D of the By-Laws of the National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meetingSufficient Shareholder Vote, the Company shall redeem deliver notice of the Preferred approval of this Agreement and the Merger by written consent of the Company’s Shareholders, pursuant to the applicable provisions of the WBCA and the Company’s Charter Documents (the “Shareholder Notice”), to all Shareholders that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Shareholders of the Company and that dissenters’ rights are available for their Company Capital Stock pursuant to the WBCA, and shall promptly inform Parent of the date on which the Shareholder Notice was sent. Notwithstanding the foregoing, the Company shall give Shareholders sufficient notice to the effect that no Shareholder will be able to exercise dissenters’ rights if such Shareholder has not perfected such dissenters’ rights in accordance with its terms. Except as expressly modified hereby, all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or correspondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- Xxxxxx X. Xxxnenbaum, M.D. Chairman of the Boxxx xxx Xxxxx Xxecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCHXXX XXXXXXXXX XXXXXXXXX XX, 0, xated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INCWBCA., a Colorado ------- corporation (the "Purchaser"). ---------