Form 20-F Grifols SA For: Dec 31

Exhibit 2.6

Execution Version

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GRIFOLS, S.A.

€1,000,000,000 3.200% Senior Notes due 2025

FIRST SUPPLEMENTAL INDENTURE

Dated as of August 6, 2021

to

Indenture

Dated as of April 26, 2017

BNY Mellon Corporate Trustee Services Limited, as Trustee

The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar

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FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of August 6, 2021, among Grifols, S.A. (the “Issuer”), each of the undersigned guarantors (the “Guarantors”) party hereto, BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar (the “Registrar”) under the Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee have heretofore executed an indenture, dated April 26, 2017 providing for the initial issuance of €1,000,000,000 aggregate principal amount of 3.200% Senior Notes due 2025 (the “Notes”) on the terms and subject to the conditions set forth therein (as amended or supplemented from time to time, the “Indenture”);

WHEREAS, in accordance with Section 9.02 of the Indenture, the Issuer has solicited the consent of the Holders of the Notes to certain amendments to the Indenture pursuant to that certain Consent Solicitation Statement dated July 30, 2021 (the “Consent Solicitation”);

WHEREAS, upon the request from the Trustee, in accordance with Section 9.01 of the Indenture, the Issuer and the Trustee have agreed to certain amendments to the Indenture;

WHEREAS, all requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, including delivery by the Issuer to the Trustee of a Board of Directors’ resolution approving the First Supplemental Indenture, including the amendments, as required by the Indenture, have been done and performed and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects; and

WHEREAS, the Issuer represents and warrants that it has, pursuant to Article 9.02 of the Indenture, received the requisite consents from the holders of at least a majority of the aggregate principal amount of the outstanding Notes to the amendments to the Indenture set forth in this First Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree as follows:

For all purposes of this First Supplemental Indenture:

(a)Capitalized terms used herein without definition shall have the meanings specified in the

Indenture; and

(b)The terms “hereof,” “herein,” “hereto,” “hereunder’’ and “herewith” refer to this First Supplemental Indenture.

(a)This First Supplemental Indenture shall be effective upon (i) receipt by the Trustee of duly executed counterparts of this First Supplemental Indenture that bear the signatures of the Issuer, the Guarantors, the Trustee and the Registrar, and (ii) receipt by the Trustee of such Officer’s Certificates and

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Opinions of Counsel as may be required by the Trustee in accordance with the provisions of the Indenture in connection with the execution of indenture supplements.

(b)The amendments set forth in Section 3 hereof shall become operative upon satisfaction (or waiver) of the conditions set forth in Section 7 below, and shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be amended, supplemented, modified or deleted as provided for in Section 3 below.

(c)The amendments set forth in Section 4 hereof shall become operative upon satisfaction (or waiver) of the conditions set forth in Section 8 below, and shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be amended, supplemented, modified or deleted as provided for in Section 4 below.

(d)The amendments set forth in Section 9 hereof shall become operative upon the effectiveness of this First Supplemental Indenture, and shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be amended, supplemented, modified or deleted as of such date.

(e)If the Trustee receives written notice from the Issuer that the Biomat Transactions shall not take place prior to March 15, 2022 in accordance with the terms of the Consent Solicitation, other than Section 3, Section 5(d) and Section 9, the terms of this First Supplemental Indenture shall terminate immediately without amendments contained herein becoming or remaining operative, as applicable, and without the need for further action hereunder.

Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, the Indenture (together with the exhibits and schedules thereto) shall be hereby amended as follows (the “Internal Reorganization Amendments”):

““Biomat” means Biomat USA, Inc., a Delaware corporation.”

““Biomat Class B Equity Governing Documents” means the Certificate of Incorporation of Biomat, the bylaws of Biomat, the Certificate of Incorporation of Biomat Newco, the bylaws of Biomat Newco and each share certificate representing the shares of the Biomat Class B Equity Interests.”

““Biomat Class B Equity Interests” means the Class B Common Stock issued by each of Biomat and Biomat Newco on the Biomat Transactions Consummation Date.”

““Biomat Holdco” means Biomat Holdco Corp., a Delaware corporation, which will, after giving effect to the Biomat Intercompany Reorganization, own 100% of the Equity Interests in Biomat Newco.”

““Biomat Internal Reorganization” means the taking of the following corporate actions by the Issuer and its Subsidiaries prior to the issuance of the Biomat Class B Equity Interests, (A) the assumption by Biomat of certain intercompany debt in the aggregate principal

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amount of up to $521,000,000 owed by GSSNA to GWWO, (B) the transfer of 100% of the Class B shares in Biomat outstanding as of the Internal Reorganization Amendments Operative Date from GSSNA to Biomat Newco (C) the transfer of the Equity Interests of Biomat Newco from GSSNA to Biomat Holdco, and (D) the assumption by Biomat Newco of certain intercompany debt in the aggregate principal amount of up to $469,000,000 owed by GSSNA to GWWO, provided that such intercompany indebtedness assumed pursuant to items (A) and (D) above shall be repaid by each of Biomat and Biomat Newco with the proceeds of the issuance of the Biomat Class B Equity Interests.”

““Biomat Newco” means Biomat Newco Corp., a Delaware corporation which will, after giving effect to the Biomat Internal Reorganization, own 100% of the Class B shares in Biomat, which are held by GSSNA immediately prior to the Biomat Internal Reorganization.”

““Biomat Transactions” means (a) the consummation of the Biomat Internal Reorganization, which may occur on or at any time prior to the Biomat Transactions Consummation Date, (b) the transfer of 100% of the outstanding Series A (Common) Stock of Biomat from Instituto Grifols to Biomat Newco, (c) the issuance of the Biomat Class B Equity Interests, (d) the release of the Guaranty of each of  Biomat and Talecris, and (e) the performance by the Issuer and its Restricted Subsidiaries of their obligations in connection with the above transactions.”

““Biomat Transactions Consummation Date” means the date of satisfaction (or waiver) of the conditions precedent referred to in Section 8 of the First Indenture Supplement.” ““First Supplemental Indenture” means the First Supplemental Indenture dated as of August 6, 2021 between the Issuer, the Guarantors parties thereto, the Trustee and the Registrar.”

““GSSNA” means Grifols Shared Services North America, Inc., a Virginia corporation, an indirect wholly owned Subsidiary of the Issuer.” ““GWWO” means Grifols Worldwide Operations USA, Inc., a Delaware corporation, an indirect wholly owned Subsidiary of the Issuer.”

““Instituto Grifols” means Instituto Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, an indirect wholly owned Subsidiary of the Issuer.”

““Internal Reorganization Amendments Operative Date” means the date of satisfaction (or waiver) of the conditions precedent referred to in Section 7 of the First Supplemental Indenture.”

““Secured Indenture” means the Indenture dated November 15, 2019, by and among the Company, BNY Mellon Corporate Trustee Services Limited, as Trustee, The Bank of New York Mellon, London Branch, as Notes Collateral Agent, The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar, as amended from time to time.”

““Secured Notes” means the Issuer’s €905,000,000 aggregate principal amount of 1.625% Senior Secured Notes due 2025 and the €770,000,000 2.250% Senior Secured Notes Due 2027.”

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““Talecris” means Talecris Plasma Resources, Inc., a Delaware corporation.”

(b)Section 4.23 is hereby added:

(c)The definition of “Permitted Investments” in Section 1.01 of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (23), (ii) replacing the “.” with “; and” immediately following clause (24) and (iii) adding the following clause immediately after clause (24):

“(25) Investments in the Issuer or a Restricted Subsidiary to consummate the Biomat Internal Reorganization at any time prior to the Biomat Transactions Consummation Date.”

Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, the Indenture (together with the exhibits and schedules thereto) shall be hereby amended as follows (the “Biomat Transactions Amendments”):

(a)      The definition of “Assets Sale” in Section 1.01 of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (16), (ii) replacing the “.” with “; and” immediately following clause (17) and (iii) adding the following clause immediately after clause (17):

(18) any sale or other disposition of the Equity Interests of Biomat, Biomat Newco and Biomat Holdco made in order to consummate the Biomat Internal Reorganization and any assumption of intercompany debt in connection therewith and on or after the Biomat Transactions Consummation Date, any sale or other disposition of the Biomat Class B Equity Interests, the Net Cash Proceeds of such transactions (determined as if such transaction were an Asset Sale) shall be used to (w) first repay outstanding revolving loans under the Credit Agreement and Guarantee Agreement dated as of November 15, 2019 (as amended, modified, supplemented from time to time) (the “Credit and Guarantee Agreement”) up to an amount not to exceed $600,000,000, (x) second, the remainder of the Net Cash Proceeds, on a pro rata basis, (i) repay outstanding term loans under the Credit and Guarantee Agreement and (ii) repurchase, retire or redeem Secured Notes through open market purchases at a purchase price greater than or equal to 100% of the principal amount thereof or by making an offer in accordance with the procedures for an Asset Sale Offer (as defined in the Secured Indenture) set forth in the Secured Indenture, (y) third, to the extent any Net Cash Proceeds are remaining, to make an offer to prepay outstanding term loans under the Credit and Guarantee Agreement, (z) fourth, to the extent any Net Cash Proceed are remaining, and otherwise in compliance with the Debt Prepayment Provisions of Section 4.12(c) of the Secured Indenture.”

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(b)      Section 4.07 of the Indenture is hereby amended by adding the following at the end thereof:

“Notwithstanding anything herein to the contrary, this Section 4.07 shall not apply to any amendment, restatement, supplement, waiver or other modification of the Class B Equity Governing Documents solely in connection with the Biomat Transactions; provided, that the Issuer and its Subsidiaries shall not agree to any material amendment, restatement, supplement or other modification to or waiver of any of Class B Equity Governing Documents which would be materially adverse to the Noteholders.”

(c)      Section 4.09(b) of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (xx), (ii) replacing the “.” with “; and” immediately following clause (xxi) and (iii) adding the following clause immediately after clause (xxi):

“(xxii)  the Biomat Class B Equity Interests issued on the Biomat Transaction Consummation Date, to the extent they may be accounted for as Indebtedness  or Disqualified Stock in accordance with IFRS (or GAAP to the extent required by applicable law).”

(d)      Section 4.09(c) of the Indenture is hereby amended by replacing the reference to clause “(xxi)” with “(xxii)”.

(e)      Section 4.10(e) of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (12), (ii) replacing the “.” with “;” immediately following clause (13) and (iii) adding the following clauses immediately after clause (14):

“(15) Biomat and Biomat Newco may make regularly scheduled dividend payments to the holders of the Biomat Class B Equity Interests issued on the Biomat Transaction Consummation Date in accordance with the terms of the Biomat Class B Equity Governing Documents; and

(16) Biomat Newco and Biomat Holdco may redeem, retire or make a similar payment to purchase or otherwise acquire the Biomat Class B Equity Interests issued on the Biomat Transaction Consummation Date in accordance with the terms of the Biomat Class B Equity Governing Documents.”

(f)      Section 4.13 of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (xv), (ii) replacing the “.” with “; and” immediately following clause (xvi) and (iii) adding the following clause immediately after clause (xvi):

“(xvii) on or after the Biomat Transactions Consummation Date, agreements entered into in respect of and in connection with the Biomat Class B Equity Interests.”

From and after the Internal Reorganization Amendments Operative Date, in the event the Biomat Transactions Consummation Date does not occur by March 15, 2022 the Issuer shall cause each of Biomat Holdco and Biomat Newco to, no later than April 15, 2022, become Guarantors under the Indenture.

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In accordance with Section 9.02 of the Indenture, from and after the Biomat Transactions Consummation Date and concurrently with the consummation of all of the other Biomat Transactions, upon satisfaction (or waiver) of the conditions set forth in Section 7 and 8 hereto, each of Biomat and Talecris is hereby released from its respective obligations under the Guaranty and is no longer a Guarantor notwithstanding that it may be a Significant Subsidiary; provided, that after giving effect to the Biomat Transactions, each of Biomat and Talecris remains a Restricted Subsidiary unless later designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture.  The parties hereto acknowledge and agree that each of Biomat Holdco and Biomat Newco has heretofore not been a Guarantor and after giving effect to the Biomat Transactions neither Biomat Holdco nor Biomat Newco shall be Guarantors notwithstanding that any of them may be a Significant Subsidiary; provided, that after giving effect to the Biomat Transactions, each of Biomat Holdco and Biomat Newco is a Restricted Subsidiary unless later designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture.

The operativeness of the Internal Reorganization Amendments and the Issuer’s ability to consummate the Biomat Internal Reorganization shall be subject to the following conditions precedent (the date on which such conditions have been satisfied (or waived) is referred to herein as the “Internal Reorganization Amendments Operative Date”).

(a)Certificates. The Trustee shall have received:

(i)an Officer’s Certificate from the Issuer dated the Internal Reorganization Amendments Operative Date certifying (x) that lenders and Noteholders under each of the Credit and Guarantee Agreement, the EIB Facility, and the Secured Notes shall have delivered sufficient consents, to the extent necessary to permit (A) the Biomat Intercompany Reorganization, (B) the consummation of the Biomat Transactions and the performance by the Issuer and its Restricted Subsidiaries under the Biomat Transactions, (C) the release of each of Biomat and Talecris from its guaranty obligations thereunder and (D) the release of any liens on (1) the equity of Biomat and Talecris and (2) the assets of Biomat and Talecris, that secure the obligations thereunder or any guaranty thereof, in each case, to the extent permitted under the Indenture, and (y) insofar as the Issuer is aware, the absence of any laws, regulations, injunctions or actions or other proceedings, pending or threatened, which, in the case of any action or proceeding if adversely determined, would make unlawful or invalid or enjoin the implementation of the Amendments or the Biomat Transactions or the payment of any consent payment to be paid to consenting Noteholders under the Consent Solicitation; and

(ii)a certificate from Lucid Issuer Services Limited certifying that, pursuant to the Consent Solicitation, a majority in aggregate principal amount of the Notes and a majority in aggregate principal amount of the Secured Notes (voting as a single class), each approved the Amendments, to the extent applicable, and the Biomat Transactions.

(b)Expenses and Consent Payments. The Trustee shall have received payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees of the Trustee incurred in connection with this First Supplemental Indenture or otherwise required to be paid under the Indenture) and the Issuer shall have paid all consent fees as described in the Consent Solicitation Statement dated July 30, 2021.

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(c)Default. No Default or Event of Default shall have occurred and be continuing on the Internal Reorganization Amendments Operative Date.

(d)Other Indebtedness. No default or event of default under the Credit and Guarantee Agreement, the EIB Facility, the Secured Notes or any other material indebtedness of the Issuer or any of its subsidiaries shall have occurred and be continuing on the Internal Reorganization Amendments Operative Date; and no default or event of default under the Credit Agreement, the EIB Facility, the Secured Notes or any other material indebtedness of the Issuer and its subsidiaries would reasonably be expected to result from the consummation of the Biomat Internal Reorganization.

The Issuer’s ability to consummate the Biomat Transactions (other than, for the avoidance of doubt, the Biomat Intercompany Reorganization) shall be subject to the following conditions precedent (the date on which such conditions have been satisfied (or waived) is referred to herein as the “Biomat Transactions Consummation Date”).

(a)Certificate.  The Trustee shall have received a certificate signed by an Authorized Officer of the Issuer, dated as of the Biomat Transactions Consummation Date, certifying that each of the conditions precedent specified in clauses (b), (c), (d) and (e) of this Section 8 have been satisfied, that the Biomat Internal Reorganization shall have occurred and all conditions precedent to Section 7 hereof have been satisfied.

(b)Default. No Default or Event of Default shall have occurred and be continuing on the Biomat Transactions Consummation Date.

(c)Other Indebtedness.

(d)Class B Equity Governing Documents. (i) Each of the Class B Equity Governing Documents shall be reasonably acceptable to the Administrative Agent of the Credit and Guarantee Agreement and (ii) the Biomat Class B Equity Interests have been appropriately authorized and issued on terms reasonably satisfactory to the Administrative Agent of the Credit and Guarantee Agreement.

(e)Expenses. The Trustee shall have received payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees of the Trustee incurred in connection

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with this First Supplemental Indenture or otherwise required to be paid under the Indenture to the extent invoiced to the Issuer no later than three Business Days prior to the Biomat Transactions Date Consummation).

(f)Outside Date. The Biomat Transactions Consummation Date shall have occurred no later than March 15, 2022.

(g)Use of Proceeds. The Trustee shall have received notice from the Company of the concurrent prepayment of the Company’s revolving indebtedness and term loans pursuant to Section 4(a) hereof and has received all required documentation to conduct an Asset Sale Offer to the Holders of the Secured Notes.

Pursuant to Section 9.01 of the Indenture and subject to Section 2 hereof, the Indenture (together with the exhibits and schedules thereto) shall be hereby amended as follows:

(a)An additional Section 4.23 is hereby inserted in the Indenture as follows:

“Section 4.23 Sanctions.

The Issuer covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. Government, (including, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively “Sanctions”).

The Issuer covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any part of the proceeds received in connection with the Indenture or any other of the transaction documents (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.”

(b)Section 12.01 of the Indenture is hereby amended by adding an additional paragraph at the end thereof as follows:

“The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using electronic means; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing.  If the Issuer elects to give the Trustee Instructions using electronic means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.  The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate

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provided to the Trustee have been sent by such Authorized Officer.  The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.  The Issuer agrees: (i) to assume all risks arising out of the use of electronic means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.”

(c)Section 12.10 of the Indenture is hereby amended by adding the following at the end thereof:

“The Indenture, any Supplemental Indenture and any Note may be executed, (and in the case of a Note, authenticated) by a manual, facsimile or electronic signature, provided that any such electronic signature is a true representation of  the signer’s actual signature.”

Section 10. Reaffirmation.

On each of the Internal Reorganization Amendments Operative Date and the Biomat Transactions Consummation Date, each Guarantor (a) other than Biomat and Talecris in respect of the Biomat Transactions Consummation Date, reaffirms its Guarantee of the Notes and the Issuer’s obligations pursuant to the Indenture as amended hereby, (b) hereby acknowledges that it has reviewed the terms and provisions of this First Supplemental Indenture and consents to the amendment of the Indenture effected pursuant to this First Supplemental Indenture, and (c) hereby confirms that the Indenture will continue to be in full force and effect as amended by this First Supplemental Indenture and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this First Supplemental Indenture.  The execution, delivery and performance of this First Supplemental Indenture shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Trustee or any Noteholder under, the Indenture.

Section 11. Governing Law.

THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT

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THAT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12. Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts (including by manual, facsimile or electronic signature, provided that any such electronic signature shall be a true representation of the signer’s actual signature), each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page by facsimile shall be as effective as delivery of a manually executed counterpart thereof.

Section 13.   Effect of Headings.

The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 14.    Trustee and Registrar Make No Representation; Compensation and Indemnity.

The recitals herein shall be taken as the statements of the Issuer and neither the Trustee nor the Registrar assumes any responsibility for their correctness.  Neither the Trustee nor the Registrar makes any representation as to the validity or sufficiency of this First Supplemental Indenture, except with respect to its signature herein.  The provisions of Section 7.07 (Compensation and Indemnity) of the Indenture are incorporated by reference to this First Indenture Supplement.

[Remainder of page intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, as of the date and year first above written.

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[Signature Page of Supplemental Indenture]

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[Signature Page of Supplemental Indenture]

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Exhibit 2.8

Execution Version

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GRIFOLS, S.A.

€905,000,000 1.625% SENIOR SECURED NOTES DUE 2025

and

€770,000,000 2.250% SENIOR SECURED NOTES DUE 2027

FIRST SUPPLEMENTAL INDENTURE

Dated as of August 6, 2021

to

Indenture

Dated as of November 15, 2019

BNY Mellon Corporate Trustee Services Limited, as Trustee

The Bank of New York Mellon, London Branch, as Notes Collateral Agent

The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar

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FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of August 6, 2021, among Grifols, S.A. (the “Issuer”), each of the undersigned guarantors (the “Guarantors”), BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”), The Bank of New York Mellon, London Branch, as Notes Collateral Agent (the “Notes Collateral Agent”), and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar (the “Registrar”) under the Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee have heretofore executed an indenture, dated November 15, 2019, providing for the initial issuance of €905,000,000 aggregate principal amount of 1.625% Senior Secured Notes due 2025 and the €770,000,000 2.250% Senior Secured Notes Due 2027 (the “Notes”) on the terms and subject to the conditions set forth therein (as amended or supplemented from time to time, the “Indenture”);

WHEREAS, in accordance with Section 9.02 of the Indenture, the Issuer has solicited the consent of the Holders of the Notes to certain amendments to the Indenture pursuant to that certain Consent Solicitation Statement dated July 30, 2021 (the “Consent Solicitation”);

WHEREAS, upon the request from the Trustee, in accordance with Section 9.01 of the Indenture, the Issuer and the Trustee have agreed to certain amendments to the Indenture;

WHEREAS, all requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, including delivery by the Issuer to the Trustee of a Board of Directors’ resolution approving the First Supplemental Indenture, including the amendments, as required by the Indenture, have been done and performed and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects; and

WHEREAS, the Issuer represents and warrants that it has, pursuant to Article 9.02 of the Indenture, received the requisite consents from the holders of at least a majority of the aggregate principal amount of the outstanding Notes voting as a single class to the amendments to the Indenture set forth in this First Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree as follows:

Section 1. Interpretation.

For all purposes of this First Supplemental Indenture:

(a)Capitalized terms used herein without definition shall have the meanings specified in the Indenture; and

(b)The terms “hereof,” “herein,” “hereto,” “hereunder’’ and “herewith” refer to this First Supplemental Indenture.

Section 2. Operativeness of this First Supplemental Indenture.

(a)This First Supplemental Indenture shall be effective upon (i) receipt by the Trustee and Notes Collateral Agent of duly executed counterparts of this First Supplemental Indenture that bear the signatures of the Issuer, the Trustee, the Notes Collateral Agent and the Guarantors and (ii) receipt by the

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Trustee and Notes Collateral Agent of such Officer’s Certificates and Opinions of Counsel as may be required by the Trustee and Notes Collateral Agent in accordance with the provisions of the Indenture in connection with the execution of indenture supplements.

(b)The amendments set forth in Section 3 hereof shall become operative upon satisfaction (or waiver) of the conditions set forth in Section 7 below, and shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be amended, supplemented, modified or deleted as provided for in Section 3 below.

(c)The amendments set forth in Section 4 hereof shall become operative upon satisfaction (or waiver) of the conditions set forth in Section 8 below, and shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be amended, supplemented, modified or deleted as provided for in Section 4 below.

(d)The amendments set forth in Section 9 hereof shall become operative upon the effectiveness of this First Supplemental Indenture, and shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be amended, supplemented, modified or deleted as of such date.

(e)If the Trustee receives written notice from the Issuer that the Biomat Transactions shall not take place prior to March 15, 2022 in accordance with the terms of the Consent Solicitation, other than Section 3, Section 5(d) and Section 9, the terms of this First Supplemental Indenture shall terminate immediately without amendments contained herein becoming or remaining operative, as applicable, and without the need for further action hereunder.

Section 3. Internal Reorganizational Amendments.

Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, the Indenture (together with the exhibits and schedules thereto) shall be hereby amended as follows (the “Internal Reorganization Amendments”):

““Biomat” means Biomat USA, Inc., a Delaware corporation.”

““Biomat Class B Equity Governing Documents” means the Certificate of Incorporation of Biomat, the bylaws of Biomat, the Certificate of Incorporation of Biomat Newco, the bylaws of Biomat Newco and each share certificate representing the shares of the Biomat Class B Equity Interests.”

““Biomat Class B Equity Interests” means the Class B Common Stock issued by each of Biomat and Biomat Newco on the Biomat Transactions Consummation Date.”

““Biomat Holdco” means Biomat Holdco Corp., a Delaware corporation, which will, after giving effect to the Biomat Intercompany Reorganization, own 100% of the Equity Interests in Biomat Newco.”

““Biomat Internal Reorganization” means the taking of the following corporate actions by the Issuer and its Subsidiaries prior to the issuance of the Biomat Class B Equity Interests, (A) the assumption by Biomat of certain intercompany debt in the aggregate principal

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amount of up to $521,000,000 owed by GSSNA to GWWO, (B) the transfer of 100% of the Class B shares in Biomat outstanding as of the Internal Reorganization Amendments Operative Date from GSSNA to Biomat Newco (the “Biomat Share Transfer”) subject to the existing Lien on such shares granted by GSSNA in favor of the Notes Collateral, for the benefit of the Secured Parties, under the U.S. Pledge and Security Agreement, (C) the transfer of the Equity Interests of Biomat Newco from GSSNA to Biomat Holdco, and (D) the assumption by Biomat Newco of certain intercompany debt in the aggregate principal amount of up to $469,000,000 owed by GSSNA to GWWO, provided that such intercompany indebtedness assumed pursuant to items (A) and (D) above shall be repaid by each of Biomat and Biomat Newco with the proceeds of the issuance of the Biomat Class B Equity Interests.”

““Biomat Newco” means Biomat Newco Corp., a Delaware corporation which will, after giving effect to the Biomat Internal Reorganization, own 100% of the Class B shares in Biomat, which are held by GSSNA immediately prior to the Biomat Internal Reorganization.”

““Biomat Transactions” means (a) the consummation of the Biomat Internal Reorganization, which may occur on or at any time prior to the Biomat Transactions Consummation Date, (b) the transfer of 100% of the outstanding Series A (Common) Stock of Biomat from Instituto Grifols to Biomat Newco, (c) the issuance of the Biomat Class B Equity Interests, (d) the release of the Guaranty of each of Biomat and Talecris, (e) the release of the Liens of the Notes Collateral Agent on all of the Equity Interests of Biomat and all of the assets of Biomat, (f) the release of the Lien of the Notes Collateral Agent on all of the Equity Interests of Talecris and all of the assets of Talecris, and (g) the performance by the Issuer and its Restricted Subsidiaries of their obligations in connection with the above transactions.”

““Biomat Transactions Consummation Date” means the date of satisfaction (or waiver) of the conditions precedent referred to in Section 8 of the First Indenture Supplement.”

““First Supplemental Indenture” means the First Supplemental Indenture dated as of August 6, 2021 between the Issuer, the Guarantors parties thereto, the Trustee, the Notes Collateral Agent and the Registrar.”

““GWWO” means Grifols Worldwide Operations USA, Inc., a Delaware corporation, an indirect wholly owned Subsidiary of the Issuer.”

““Instituto Grifols” means Instituto Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, an indirect wholly owned Subsidiary of the Issuer.”

““Internal Reorganization Amendments Operative Date” means the date of satisfaction (or waiver) of the conditions precedent referred to in Section 7 of the First Supplemental Indenture.”

““Talecris” means Talecris Plasma Resources, Inc., a Delaware corporation.”

(b)Section 4.23 is hereby added:

4.23. Biomat Internal Reorganization. The Issuer shall be permitted to undertake the Biomat Internal Reorganization at any time on or prior to the Biomat Transactions

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Consummation Date provided, that (a) the Issuer and Guarantors acknowledge that (i) the Biomat Share Transfer is being made subject to the existing Lien on such shares (the “Existing Biomat Share Lien”) granted by GSSNA in favor of the Notes Collateral Agent, for the benefit of the Secured Parties, under the U.S. Pledge and Security Agreement, (ii) Biomat Newco has notice of the Existing Biomat Share Lien and therefore is not a “protected purchaser” of the Biomat Share Transfer within the meaning of Section 8-303 of the UCC, (iii) the Existing Biomat Share Lien shall remain in effect notwithstanding the Biomat Share Transfer, and (iv) the Existing Biomat Share Lien shall not be released until the Biomat Transactions Consummation Date in accordance with this First Supplemental Indenture, and (b) the Issuer provides to the Notes Collateral Agent a written or electronic acknowledgement from Biomat Newco as to  matters (a)(i) - (iii).

(c)The definition of “Permitted Investments” in Section 1.01 of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (25), (ii) replacing the “.” with “; and” immediately following clause (26) and (iii) adding the following clause immediately after clause (26):

“(27) Investments in the Issuer or a Restricted Subsidiary to consummate the Biomat Internal Reorganization at any time prior to the Biomat Transactions Consummation Date.”

Section 4. Biomat Transaction Amendments.

Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, the Indenture (together with the exhibits and schedules thereto) shall be hereby amended as follows (the “Biomat Transactions Amendments”):

(a)The definition of “Assets Sale” in Section 1.01 of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (15), (ii) replacing the “.” with “; and” immediately following clause (16) and (iii) adding the following clauses immediately after clause (16):

(17) any sale or other disposition of the Equity Interests of Biomat, Biomat Newco and Biomat Holdco made in order to consummate the Biomat Internal Reorganization and any assumption of intercompany debt in connection therewith and on or after the Biomat Transactions Consummation Date, any sale or other disposition of the Biomat Class B Equity Interests, the Net Cash Proceeds of such transactions (determined as if such transaction were an Asset Sale) shall be used to (w) first repay outstanding revolving loans under the Credit Agreement up to an amount not to exceed $600,000,000, and (x) second, the remainder of the Net Cash Proceeds, on a pro rata basis, (i) repay outstanding term loans under the Credit Agreement and (ii) repurchase, retire or redeem the Notes through open market purchases at a purchase price greater than or equal to 100% of the principal amount thereof or by making an offer in accordance with the procedures set forth in the Indenture for an Asset Sale Offer, (y) third, to the extent any Net Cash Proceeds are remaining, to make an offer to prepay outstanding term loans under the Credit Agreement, (z) fourth, to the extent any Net Cash Proceed are remaining, otherwise in compliance with the Debt Prepayment Provisions of Section 4.12(c) of the Indenture.”

(b)The definition of “Grantor” in Section 1.01 of the Indenture is hereby amended by removing the words “Biomat USA, Inc.” and “Talecris Plasma Resources, Inc.”

(c)Section 4.07 of the Indenture is hereby amended by adding the following at the end thereof:

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“Notwithstanding anything herein to the contrary, this Section 4.07 shall not apply to any amendment, restatement, supplement, waiver or other modification of the Class B Equity Governing Documents solely in connection with the Biomat Transactions; provided that, the Issuer and its Subsidiaries shall not agree to any material amendment, restatement, supplement or other modification to or waiver of any of Class B Equity Governing Documents which would be materially adverse to the Noteholders.”

(d)Section 4.09(b) of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (xxiii), (ii) replacing the “.” with “; and” immediately following clause (xxiii) and (iii) adding the following clause immediately after clause (xxxiii):

“(xxiv)  the Biomat Class B Equity Interests issued on the Biomat Transaction Consummation Date, to the extent they may be accounted for as Indebtedness or Disqualified Stock in accordance with IFRS (or GAAP to the extent required by applicable law).”

(e)Section 4.09(c) of the Indenture is hereby amended by replacing the reference to clause “(xxiii)” with “(xxiv)”.

(f)Section 4.10(e) of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (14), (ii) replacing the “.” with “;” immediately following clause (15) and (iii) adding the following clauses immediately after clause (15):

“(16) Biomat and Biomat Newco may make regularly scheduled dividend payments to the holders of the Biomat Class B Equity Interests issued on the Biomat Transaction Consummation Date in accordance with the terms of the Biomat Class B Equity Governing Documents; and

(17) Biomat Newco and Biomat Holdco may redeem, retire or make a similar payment to purchase or otherwise acquire the Biomat Class B Equity Interests issued on the Biomat Transaction Consummation Date in accordance with the terms of the Biomat Class B Equity Governing Documents.”

(g)Section 4.13 of the Indenture is hereby amended by (i) removing the word “and” from the end of clause (xv), (ii) replacing the “.” with “; and” immediately following clause (xvi) and (iii) adding the following clause immediately after clause (xvi):

“(xvii) on or after the Biomat Transactions Consummation Date, agreements entered into in respect of and in connection with the Biomat Class B Equity Interests.”

Section 5. Amendments to the Security Agreements.

In accordance with Section 9.02 of the Indenture and subject to the satisfaction or waiver of the applicable conditions in Section 7 and 8 hereof the Security Agreements are amended as follows:

(a)from and after the Internal Reorganization Amendments Operative Date with respect to the U.S. Pledge and Security Agreement,

(i)GSSNA hereby confirms the grant to the Notes Collateral Agent set forth in the U.S. Pledge and Security Agreement of, and does hereby grant to the Notes Collateral Agent, a security interest in all of GSSNA’s Pledged Equity Interests in Biomat Holdco and all Collateral

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Records, Collateral Support and Supporting Obligations relating to any of the foregoing and all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing and

(ii)Schedule 5.2(I)(B) to the U.S. Pledge and Security Agreement is hereby amended and replaced in its entirety as set forth in Annex I hereto.

(b)from and after the Biomat Transactions Consummation Date with respect to the U.S. Pledge and Security Agreement,

(i)(w) all Liens granted by each of Biomat and Talecris to secure the obligations under the Indenture are hereby released and discharged, (x) the Liens on the Equity Interests of Biomat granted by GSSNA are hereby released and discharged, (y) the Liens on the Equity Interests of Talecris granted by Biomat are hereby released and discharged and (z) Schedule 5.2(I)(A) to the U.S. Pledge and Security Agreement is hereby amended and replaced in its entirety as set forth in Annex II hereto; and

(ii)the Notes Collateral Agent authorizes the Issuer, the Guarantors and their counsel or their representatives to (x) file UCC-3 termination statements in respect of the UCC financing statements previously filed against Biomat and Talecris, (y) file UCC-3 amendments in respect of the UCC financing statements previously filed against GSSNA but only with respect to the Equity Interests of Biomat released hereby, and (z) file any releases in respect of the recordation of the security interests in intellectual property of Biomat and Talecris previously made in the applicable intellectual property registries, in each case of clauses (x) through (z) hereof after the Notes Collateral Agent and its counsel have been given a reasonable opportunity to review and approve such filings; and

(c)from and after the Biomat Transactions Consummation Date with respect to the Pledge Agreement,

(i)all the Liens on the Equity Interests of Biomat granted by Instituto Grifols are hereby released and discharged; and

(ii)the Notes Collateral Agent authorizes the Issuer, the Guarantors, their counsel or their representatives to file a UCC-3 amendment in respect of the UCC financing statements previously filed against Instituto Grifols but only with respect to the Equity Interests of Biomat released hereby after the Notes Collateral Agent and its counsel have been given a reasonable opportunity to review and approve such filings.

(d)From and after the Internal Reorganization Amendments Operative Date, in the event the Biomat Transactions Consummation Date does not occur by March 15, 2022 the Issuer shall cause each of Biomat Holdco and Biomat Newco to, no later than April 15, 2022 (i) become Guarantors and (ii) grant a Lien in favor of the Notes Collateral Agent pursuant to the U.S. Pledge and Security Agreement on their respective assets as contemplated under the U.S. Pledge and Security Agreement.

Section 6. Guarantor Release.

In accordance with Section 9.02 of the Indenture, from and after the Biomat Transactions Consummation Date and concurrently with the consummation of all of the other Biomat Transactions, upon satisfaction (or waiver) of the conditions set forth in Section 7 and 8 hereto, each of Biomat and Talecris is hereby released from its respective obligations under the Guaranty and is no longer a Guarantor notwithstanding that it may be a Significant Subsidiary; provided, that after giving effect to the Biomat

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Transactions, each of Biomat and Talecris remains a Restricted Subsidiary unless later designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture.  The parties hereto acknowledge and agree that each of Biomat Holdco and Biomat Newco has heretofore not been a Guarantor and after giving effect to the Biomat Transactions neither Biomat Holdco nor Biomat Newco shall be Guarantors notwithstanding that any of them may be a Significant Subsidiary; provided, that (x) after giving effect to the Biomat Transactions Consummation Date, each of Biomat Holdco and Biomat Newco is a Restricted Subsidiary unless later designated as an Unrestricted Subsidiary in accordance with the terms of the Indenture and (y) notwithstanding that Biomat Holdco is not a Guarantor, 100% of the Equity Interests of Biomat Holdco shall be subject to a Lien in favor of the Notes Collateral Agent under the Security Documents securing the Obligations.

Section 7. Conditions Precedent to the Internal Reorganization Amendments Operative Date.

The operativeness of the Internal Reorganization Amendments and the Issuer’s ability to consummate the Biomat Internal Reorganization shall be subject to the following conditions precedent (the date on which such conditions have been satisfied (or waived) is referred to herein as the “Internal Reorganization Amendments Operative Date”).

(a)Certificates. The Trustee shall have received:

(i)an Officer’s Certificate from the Issuer dated the Internal Reorganization Amendments Operative Date certifying (x) that lenders and Noteholders under each of the Credit Agreement, the EIB Facility, and the Existing Notes shall have delivered sufficient consents to the extent necessary to permit (A) the Biomat Intercompany Reorganization, (B) the consummation of the Biomat Transactions and the performance by the Issuer and its Restricted Subsidiaries under the Biomat Transactions, (C) the release of each of Biomat and Talecris from its guaranty obligations thereunder and (D) the release of any liens on (1) the equity of Biomat and Talecris, and (2) the assets of Biomat and Talecris that secure the obligations thereunder or any guaranty thereof, in each case, to the extent permitted under the Indenture, and (y) insofar as the Issuer is aware, the absence of any laws, regulations, injunctions or actions or other proceedings, pending or threatened, which, in the case of any action or proceeding if adversely determined, would make unlawful or invalid or enjoin the implementation of the Amendments or the Biomat Transactions or the payment of any consent payment to be paid to consenting Noteholders under the Consent Solicitation; and

(ii)a certificate from Lucid Issuer Services Limited certifying that, pursuant to the Consent Solicitation, a majority in aggregate principal amount of the Notes (voting as a single class), and a majority in aggregate principal amount of the Existing Notes each approved the Amendments, to the extent applicable, and the Biomat Transactions.

(b)Expenses and Consent Payments. The Trustee and the Notes Collateral Agent shall have received payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees of the Trustee and the Notes Collateral Agent incurred in connection with this First Supplemental Indenture or otherwise required to be paid under the Indenture) and the Issuer shall have paid all consent fees as described in the Consent Solicitation Statement dated July 30, 2021.

(c)Default. No Default or Event of Default shall have occurred and be continuing on the Internal Reorganization Amendments Operative Date.

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(d)Other Indebtedness. No default or event of default under the Credit Agreement, the EIB Facility, the Existing Notes or any other material indebtedness of the Issuer or any of its subsidiaries shall have occurred and be continuing on the Internal Reorganization Amendments Operative Date; and no default or event of default under the Credit Agreement, the EIB Facility, the Existing Notes, or any other material indebtedness of the Issuer and its subsidiaries would reasonably be expected to result from the consummation of the Biomat Internal Reorganization.

Section 8. Conditions Precedent to the Biomat Transactions Consummation Date.

The Issuer’s ability to consummate the Biomat Transactions (other than, for the avoidance of doubt, the Biomat Intercompany Reorganization) shall be subject to the following conditions precedent (the date on which such conditions have been satisfied (or waived) is referred to herein as the “Biomat Transactions Consummation Date”).

(a)Certificate.  The Trustee shall have received a certificate signed by an Authorized Officer of the Issuer, dated as of the Biomat Transactions Consummation Date, certifying that each of the conditions precedent specified in clauses (b), (c), (d), and (e) of this Section 8 have been satisfied and that the Biomat Internal Reorganization shall have occurred and all conditions precedent to Section 7 hereof have been satisfied.

(b)Default. No Default or Event of Default shall have occurred and be continuing on the Biomat Transactions Consummation Date.

(c)Other Indebtedness.

(i)No default or event of default under the Credit Agreement, the EIB Facility, the Existing Notes or any other material indebtedness of the Issuer or any of its subsidiaries shall have occurred and be continuing on the Biomat Transactions Consummation Date; and no default or event of default under the Credit Agreement, the EIB Facility, the Existing Notes, or any other material indebtedness of the Issuer and its subsidiaries would reasonably be expected to result from the consummation of the Biomat Transactions.

(ii)The terms of the Credit Agreement, the EIB Facility and the Existing Notes then in effect (i) permit the consummation of the Biomat Transactions and the performance by the Issuer and its Restricted Subsidiaries under the Biomat Transactions, (ii) Biomat and Talecris have been released from their guaranty obligations thereunder and (iii) any liens on (A) the equity of Biomat and Talecris and (B) the assets of Biomat and Talecris, that secure the obligations thereunder or any guaranty thereof, in each case, have been released.

(d)Class B Equity Governing Documents. (i) Each of the Class B Equity Governing Documents shall be reasonably acceptable to the Administrative Agent of the Credit Agreement and (ii) the Biomat Class B Equity Interests have been appropriately authorized and issued on terms reasonably satisfactory to the Administrative Agent of the Credit Agreement.

(e)Expenses. The Trustee and the Notes Collateral Agent shall have received payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees of the Trustee and the Notes Collateral Agent incurred in connection with this First Supplemental Indenture or otherwise required to be paid under the Indenture to the extent invoiced to the Issuer no later than three Business Days prior to the Biomat Transactions Date Consummation).

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(f)Outside Date. The Biomat Transactions Consummation Date shall have occurred no later than March 15, 2022.

(g)Use of Proceeds. The Trustee shall have received notice from the Company of the concurrent prepayment of the Company’s revolving indebtedness and term loans pursuant to Section 4(a) hereof and has received all required documentation to conduct an Asset Sale Offer to the Holders of the Notes.

Section 9. Amendments without the consent of the Holders.

Pursuant to Section 9.01 of the Indenture and subject to Section 2 hereof, the Indenture (together with the exhibits and schedules thereto) shall be hereby amended as follows:

(a)An additional Section 4.24 is hereby inserted in the Indenture as follows:

“Section 4.24 Sanctions.

The Issuer covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. Government, (including, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively “Sanctions”).

The Issuer covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any part of the proceeds received in connection with the Indenture or any other of the transaction documents (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.”

(b)Section 13.01 of the Indenture is hereby amended by adding an additional paragraph at the end thereof as follows:

“The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using electronic means; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing.  If the Issuer elects to give the Trustee Instructions using electronic means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.  The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.  The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer.  The Trustee shall not be liable for any

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losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.  The Issuer agrees: (i) to assume all risks arising out of the use of electronic means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.”

(c)Section 13.10 of the Indenture is hereby amended by adding the following at the end thereof:

“The Indenture, any Supplemental Indenture and any Note may be executed, (and in the case of a Note, authenticated) by a manual, facsimile or electronic signature, provided that any such electronic signature is a true representation of  the signer’s actual signature.”

Section 10. Reaffirmation.

(a)On each of the Internal Reorganization Amendment Operative Date and the Biomat Transactions Consummation Date, each Guarantor (a) other than Biomat and Talecris in respect of the Biomat Transactions Consummation Date, reaffirms its Guarantee of the Notes and the Issuer’s obligations pursuant to the Indenture as amended hereby, (b) hereby acknowledges that it has reviewed the terms and provisions of this First Supplemental Indenture and consents to the amendment of the Indenture, the U.S. Pledge and Security Agreement and the Pledge Agreement effected pursuant to this First Supplemental Indenture, and (c) hereby confirms that each Note Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this First Supplemental Indenture and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this First Supplemental Indenture.  The execution, delivery and performance of this First Supplemental Indenture shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Trustee, Collateral Agent or any Noteholder under, the Indenture, the U.S. Pledge and Security Agreement, the Pledge Agreement or any of the other Notes Documents.

(b)The Issuer and each Guarantor reaffirms the security interests granted under the terms and conditions of the Security Documents and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed.   The Issuer and each Guarantor hereby (i) confirms that all Collateral encumbered by the Notes Documents will continue to secure to the fullest extent possible in accordance with the Notes Documents, the payment and performance of the guaranteed Obligations, and (ii) confirms its respective grant to the Notes Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of the Issuer or Guarantor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of

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all applicable obligations (including all such obligations as amended, reaffirmed and/or increased pursuant to this First Supplemental Indenture), to the extent set forth, and subject to the terms contained, in the Notes Documents.

(c)It is the intention of each of the parties hereto that the Indenture, the U.S. Pledge and Security Agreement and the Pledge Agreement be amended so as to preserve the perfection and priority of all Liens securing Notes Obligations under the Indenture, the U.S. Pledge and Security Agreement, the Pledge Agreement and the other Notes Documents and that all Notes Obligations of the Issuer and the Guarantors thereunder shall be secured by the Liens evidenced under the Notes Documents and that neither this First Supplemental Indenture nor the transactions contemplated hereby constitute a novation or termination of the Notes Obligations existing under the Indenture, the U.S. Pledge and Security Agreement, the Pledge Agreement and the other Notes Documents (or serve to terminate Section 7.07 of the Indenture or any of the Issuer’s obligations thereunder).  The parties hereto further acknowledge and agree that this First Supplemental Indenture constitutes an amendment of the Indenture, the U.S. Pledge and Security Agreement and the Pledge Agreement made under and in accordance with the terms of Article 9 of the Indenture.

Section 11. Governing Law.

THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12. Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts (including by manual, facsimile or electronic signature, provided that any such electronic signature shall be a true representation of the signer’s actual signature), each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page by facsimile shall be as effective as delivery of a manually executed counterpart thereof.

Section 13. Effect of Headings.

The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 14. Trustee, Notes Collateral Agent and Registrar Make No Representation; Compensation and Indemnity.

The recitals herein shall be taken as the statements of the Issuer and none of the Trustee, the Notes Collateral Agent or the Registrar assumes any responsibility for their correctness.  None of the Trustee, the Notes Collateral Agent or the Registrar makes any representation as to the validity or sufficiency of this First Supplemental Indenture, except with respect to its signature herein.  The provisions of Section 7.07 (Compensation and Indemnity) of the Indenture are incorporated by reference to this First Indenture Supplement.

[Remainder of page intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, as of the date and year first above written.

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[Signature Page of Supplemental Indenture]

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[Signature Page of Supplemental Indenture]

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Annex I

Schedule 5.2(I)(B)

I.   INVESTMENT RELATED PROPERTY

(B) Pledged LLC Interests:

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Annex II

Schedule 5.2(I)(A)

I. INVESTMENT RELATED PROPERTY

(A) Pledged Stock:

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Exhibit 2.9

Execution Version

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GRIFOLS ESCROW ISSUER, S.A.U.

€1,400,000,000 3.875% SENIOR NOTES DUE 2028

and

$705,000,000 4.750% SENIOR NOTES DUE 2028

INDENTURE

Dated as of October 5, 2021

BNY Mellon Corporate Trustee Services Limited, as Trustee

The Bank of New York Mellon SA/NV, Dublin Branch, as Registrar

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TABLE OF CONTENTS

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This INDENTURE dated as of October 5, 2021, is by and among Grifols Escrow Issuer, S.A.U. (the “Escrow Issuer”), a company organized under the laws of Spain, BNY Mellon Corporate Trustee Services Limited, a limited company organized under the laws of England and Wales, as trustee (the “Trustee”) and The Bank of New York Mellon SA/NV, Dublin Branch, a credit institution organized and existing under the laws of Ireland, acting through its Dublin Branch, as Registrar.

The Issuer has duly authorized the creation of an issue of €1,400,000,000 aggregate principal amount of 3.875% Senior Notes due 2028 issued on the date hereof (the “Initial Euro Notes”) and $705,000,000 aggregate principal amount of the 4.750% Senior Notes due 2028 (the “Initial Dollar Notes”, together with the Initial Euro Notes, the “Initial Notes” and each a “series” of Notes), and to provide therefore the Issuer has duly authorized the execution and delivery of this Indenture.

Substantially concurrently with the consummation of the Transactions (including, without limitation, the Acquisition) on the Acquisition Escrow Release Date (as defined below), Grifols, S.A. (the “Company”), the Guarantors and the Trustee shall execute and deliver a supplemental indenture in the form set forth hereto as Exhibit H pursuant to which each of the Company and the Guarantors shall guarantee all obligations of the Escrow Issuer under the Notes. In addition, within 15 months from the Acquisition Escrow Release Date, the Escrow Issuer shall merge with and into the Company, with the Company as the surviving entity as described in Section 4.23 (the “Escrow Issuer Merger”).

The Escrow Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

“144A Global Note” any Euro Rule 144A Global Note or any Dollar Rule 144A Global Note.

“Acquired Debt” means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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“Acquisition” means the acquisition pursuant to the Acquisition Agreement.

“Acquisition Agreement” means the Sale and Purchase Agreement dated as of September 17, 2021, by and among Tiancheng International Investment Limited and the Company.

“Acquisition Escrow Release Date” means the date of release of the Escrow Property in connection with the consummation of the Acquisition, pursuant to the terms of the Escrow Agreement.

“Additional Dollar Notes” means any Dollar Notes (other than Initial Dollar Notes) issued by the Issuer pursuant to Section 2.02(f), as part of the same series as the Initial Dollar Notes.

“Additional Euro Notes” means any Euro Notes (other than Initial Euro Notes) issued by the Issuer pursuant to Section 2.02(f), as part of the same series as the Initial Euro Notes.

“Additional Notes” means Additional Euro Notes and/or Additional Dollar Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling”, “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means, as determined by the Company, with respect to any Note on any Redemption Date, the greater of:

(1)1.0% of the principal amount of such Note; and

(2)the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Euro Note or Dollar Note, as applicable, at October 15, 2024 (such redemption price being set forth in the table appearing in Section 3.07(e)), plus (ii) all required interest payments due on such Note through October 15, 2024 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate at, in the case of the Dollar Notes, the Treasury Rate, or, in the case of the Euro Notes, the Bund Rate (or, if greater than such Treasury Rate or Bund Rate, zero), in each case as of such Redemption Date plus fifty (50) basis points, over (b) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer, exchange or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Euro Note Depositary or Dollar Note Depositary, as applicable, that apply to such transfer, exchange or transaction.

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“Asset Sale” means the sale, lease (as lessor), conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole shall be governed by Section 4.18 and/or Section 5.01 and not by Section 4.12.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1)any single transaction or series of related transactions that involves assets or rights having a fair market value of less than $70.0 million;

(2)a transfer of assets or rights between or among the Company and its Restricted Subsidiaries or between or among the Restricted Subsidiaries;

(3)the sale, lease, conveyance or other disposition of equipment, inventory (including, but not limited to, raw materials, work-in-progress and finished goods), or other assets or rights in the ordinary course of business, or if excess, obsolete, damaged, worn-out, scrap or surplus or no longer used or useful in the conduct of business as then being conducted;

(4)a Restricted Payment that is permitted by Section 4.10, or a Permitted Investment;

(5)the sale, lease, conveyance or other disposition of property or assets acquired within the twelve month period prior to such sale, lease, conveyance or disposition in preparation for a sale and leaseback transaction relating to such property or assets;

(6)an issuance of Equity Interests by a Restricted Subsidiary to the Company or another Restricted Subsidiary;

(7)the sale or other disposition of cash or Cash Equivalents;

(8)the license or sub-license of, patents, trademarks, copyrights, know how, process technology or other intellectual property to third Persons by the Company or a Restricted Subsidiary, so long as the Company or such Restricted Subsidiary retain the right to use such licensed property;

(9)the granting or assumption of a Lien permitted by Section 4.11, including a Permitted Lien;

(10)any sale or disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing;

(11)the sale or disposition of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

(12)Project Dispositions;

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(13)the sale or disposition of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants of the Company or any Restricted Subsidiary;

(14)the unwinding of Hedging Obligations;

(15)the disposition of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between joint venture parties set forth in joint venture agreements or similar binding agreements; provided that such disposition is at fair market value (as determined in good faith by the Company’s Board of Directors) and any cash or Cash Equivalents received in such disposition is applied in accordance with Section 4.12;

(16)any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(17)any sale or disposition of Equity Interest in any joint ventures with respect to research and development companies in an aggregate amount for all such transactions not to exceed $150 million; and

(18)on or after the Biomat Transactions Consummation Date, any sale or other disposition of the Biomat Class B Equity Interests, the net cash proceeds of such transactions (determined as if such transaction were an Asset Sale) shall be used to (w) first repay outstanding revolving loans under the First Lien Credit Facilities up to an amount not to exceed $600,000,000, (x) second, the remainder of the net cash proceeds, on a pro rata basis, (i) repay outstanding term loans under the First Lien Credit Facilities and (ii) repurchase, retire or redeem Secured Notes through open market purchases at a purchase price greater than or equal to 100% of the principal amount thereof or by making an offer in accordance with the procedures for an Asset Sale Offer (as defined in the Secured Indenture) set forth in the Secured Indenture, (y) third, to the extent any net cash proceeds are remaining, to make an offer to prepay outstanding term loans under the First Lien Credit Facilities, (z) fourth, to the extent any net cash proceeds are remaining, and otherwise in compliance with the Debt Prepayment Provisions of Section 4.12(c) of the Secured Indenture.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with IFRS.

“Bail-in Legislation” means in relation to a member state of the European Economic Area or the United Kingdom which has implemented, or which at any time implements, the

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BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors.

“Biomat” means Biomat USA, Inc., a Delaware corporation.

“Biomat Class B Equity Governing Documents” means the Certificate of Incorporation of Biomat, the bylaws of Biomat, the Certificate of Incorporation of Biomat Newco, the bylaws of Biomat Newco and each share certificate representing the shares of the Biomat Class B Equity Interests.

“Biomat Class B Equity Interests” means the Class B Common Stock issued by each of Biomat and Biomat Newco on the Biomat Transactions Consummation Date.

“Biomat Holdco” means Biomat Holdco Corp., a Delaware corporation, which shall, after giving effect to the Biomat Intercompany Reorganization, own 100% of the Equity Interests in Biomat Newco.

“Biomat Internal Reorganization” means the taking of the following corporate actions by the Company and its Subsidiaries prior to the issuance of the Biomat Class B Equity Interests, (i) the assumption by Biomat of certain intercompany debt in the aggregate principal amount of up to $521,000,000 owed by GSSNA to GWWO, (ii) the transfer of 100% of the Class B shares in Biomat from GSSNA to Biomat Newco, (iii) the transfer of 100% of the Equity Interests of Biomat Newco from GSSNA to Biomat Holdco, and (iv) the assumption by Biomat Newco of certain intercompany debt in the aggregate principal amount of up to $469,000,000 owed by GSSNA to GWWO, provided that such intercompany indebtedness assumed pursuant to items (i) and (iv) above shall be repaid by each of Biomat and Biomat Newco with the proceeds of the issuance of the Biomat Class B Equity Interests.

“Biomat Newco” means Biomat Newco Corp., a Delaware corporation which, after giving effect to the Biomat Internal Reorganization, owns 100% of the Class B shares in Biomat, which were held by GSSNA immediately prior to the Biomat Internal Reorganization.

“Biomat Transactions” means (i) the consummation of the Biomat Internal Reorganization, which may occur on or at any time prior to the Biomat Transactions Consummation Date, (ii) the transfer of 100% of the outstanding Series A (Common) Stock of Biomat from Instituto Grifols to Biomat Newco, (iii) the issuance of the Biomat Class B Equity Interests, (iv) the release of the Guaranty of each of Biomat and Talecris of all Indebtedness guaranteed, and (v) the performance by the Company and its Restricted Subsidiaries of their obligations in connection with the above transactions.

“Biomat Transactions Consummation Date” means the date of satisfaction (or waiver) of the following:

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The trustees pursuant to the Secured Indenture and Unsecured Indenture shall have received notice from the Company of the concurrent prepayment of the Company’s revolving indebtedness and term loans pursuant to clause (18) under the definition of “Asset Sale” hereof and have received all required documentation to conduct an Asset Sale Offer to the Holders of the Secured Notes and Unsecured Notes.

“Biotest AG” means Biotest AG, a publicly held stock corporation incorporated in Germany and listed on the Frankfurt Stock Exchange.

“Board of Directors” means:

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(1)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board of directors;

(2)with respect to a partnership, the board of directors of the general partner of the partnership;

(3)with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Book-Entry Interest” means a beneficial interest in a Global Note held by or through a Participant.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“BRRD Liability” means a liability, if any, in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

“BRRD Party” means The Bank New York Mellon SA/NV, Dublin Branch solely and exclusively in its role as Registrar under this Indenture. For the avoidance of doubt, BNY Mellon Corporate Trustee Services Limited as Trustee and any other capacity under this Indenture is not a BRRD Party under this Indenture.

“Bund Rate” means, as of any Redemption Date, the rate per annum equal to the equivalent yield to maturity as of such Redemption Date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such relevant date, where:

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event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Company obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations;

“Business Day” means any day other than a Saturday or Sunday, (i) which is not a day on which banking institutions in the City of New York or London are authorized or required by law, regulation or executive order to close and, (ii) in the event that any payment of the principal of, and premium, if any, and interest on, the Notes is to be made in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, is open.

“Capital Lease Obligation” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person in accordance with IFRS (or GAAP to the extent required by applicable law) and the amount of such obligations shall be the capitalized amount thereof required to be set forth on a balance sheet of such Person in accordance with IFRS (or GAAP to the extent required by applicable law).

“Capital Stock” means:

(1)in the case of a corporation, any and all shares, including common stock and preferred stock;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Capped Redemption” shall have the meaning set forth in Section 3.07(g).

“Cash Equivalents” means:

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(1)direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of the European Union, the United Kingdom, the United States of America, Switzerland or Canada (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the relevant member state of the European Union, the United Kingdom or the United States of America, Switzerland or Canada, as the case may be, and which are not callable or redeemable at the option of the Company or any of its Restricted Subsidiaries;

(2)overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is organized under, or authorized to operate as a bank or trust company under, the laws of a member state of the European Union, the United Kingdom or of the United States of America or any state thereof, Switzerland or Canada; provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of $400.0 million (or the foreign currency equivalent thereof as of the date of such investment) and whose long-term debt is rated “A-1” or higher by Moody’s or A+ or higher by S&P or the equivalent rating category of another internationally recognized Rating Agency;

(3)repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4)commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition; and

(5)money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (4) of this definition.

“Change of Control” means the occurrence after the Acquisition Escrow Release Date of any of the following (excluding, for the avoidance of doubt, the Transactions):

(1)any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the property and assets of the Company and the Restricted Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of this Indenture), other than to the Company or one or more Guarantors;

(2)the adoption of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Indenture); or

(3)(a) any Person or Group (other than a Permitted Holder Group) shall be or become the owner, directly or indirectly, beneficially or of record, of shares representing more than 35% of the aggregate ordinary voting power represented by the Company’s issued and outstanding Capital Stock or (b) the Permitted Holder Group becomes the owner, directly or

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indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the Company’s issued and outstanding Capital Stock.

“Clearstream” means Clearstream Banking, société anonyme, or any successor thereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Depositary” means, with respect to the Euro Notes, The Bank of New York Mellon, London Branch, or another person appointed by the Company to act as a depositary common to Euroclear and Clearstream with respect to the Euro Notes.

“Consolidated Cash Flow” means (a) Consolidated Net Income of the Company and its Subsidiaries, plus, to the extent deducted in determining Consolidated Net Income of the Company and its Subsidiaries the sum, without duplication, of amounts for (i) all financial results including interest expense, amortization or write-off of debt discount, other deferred financing costs, other fees and charges associated with Indebtedness, (ii) any losses on ordinary course hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (iii) any foreign currency translation, transaction or exchange losses (including currency remeasurements of Indebtedness and any losses resulting from ordinary course hedging obligations or other derivative instruments for currency exchange risk), (iv) any loss of any equity-accounted investee in which the Company or any of its Subsidiaries has a joint or minority interest, (v) expenses for taxes based on income or gain, (vi) depreciation, (vii) amortization, write-offs, write-downs, and other non-cash charges, losses and expenses, (viii) impairment of intangibles, including, without limitation, goodwill, (ix) non-recurring items (as determined in accordance with IFRS) realized other than in the ordinary course of business, without duplication, resulting in a loss, (x) fees and expenses incurred in connection with the Transactions or, to the extent permitted hereunder, any Investment, Asset Sale, or incurrence of Indebtedness, in each case, whether or not consummated, including such fees and expenses related to any offering of any Permitted Refinancing Indebtedness, (xi) extraordinary, unusual, or non- recurring charges and expenses including transition, restructuring and “carveout” expenses, (xii) legal, accounting, consulting, and other costs and expenses relating to the Company’s potential or actual issuance of Equity Interests, including without limitation an initial public offering of common stock and (xiii) the amount of cost savings, adjustments, operating expense reductions, operating improvements and synergies, in each case on a “run rate” basis and in connection with acquisitions, investments, restructurings, business optimization projects and other operational changes and initiatives (“Run Rate Amounts”) that are identifiable and projected in good faith to result from actions that have been or are expected to be taken within twelve (12) months of such date of determination; provided, that (x) the Trustee shall have received a reasonably detailed statement or schedule of such Run Rate Amounts, (y) such amounts are reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (z) the benefits resulting therefrom are anticipated by the Company to be realized within twelve (12) months of the end of such date on which Consolidated Cash Flow is tested; provided further, that for any such period, the amount added back in calculating Consolidated Cash Flow pursuant to this clause (xiii) shall not, in the aggregate, exceed 10% of Consolidated Cash Flow for such period (determined prior to giving effect to such add-backs), minus (b) to the extent included in consolidated income from operations, (i) interest

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income, (ii) non-recurring gains (as determined in accordance with IFRS) realized other than in the ordinary course of business, (iii) income or gains on ordinary course hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (iv) foreign currency translation, transaction or exchange gains (including currency remeasurements of Indebtedness and any gains resulting from ordinary course hedging obligations or other derivative instruments for currency exchange risk) and (v) any income of any equity-accounted investee in which the Company or any of its Subsidiaries has a joint or minority interest, except to the extent of the amount of dividends or other distributions actually paid to the Company or any Subsidiary by such Person during such period, all calculated without duplication for the Company and its Subsidiaries on a consolidated basis.

For purposes of the maximum Leverage Ratio, the Secured Leverage Ratio and the Fixed Charge Coverage Ratio, Consolidated Cash Flow shall be calculated giving Pro Forma Effect to material acquisitions and disposals, such that Consolidated Cash Flow would be adjusted to (a) include net income before net interest expense, taxes, depreciation and amortization attributable to the acquired entity (or assets) prior to its becoming a Subsidiary of the Company during the relevant period, and (b) exclude net income before net interest expense, taxes, depreciation and amortization attributable to the disposed of entity (or assets) prior to its being disposed of by the Group during the relevant period.

“Consolidated Net Income” means, for any period (subject to the proviso to the definition of “Limited Condition Acquisition”), the total net income (or loss) attributable to the Company and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with IFRS (before any adjustment for profit and loss attributable to minority interests and capitalized interest) minus any after tax non-cash gains (or losses) attributable to Asset Sales or returned surplus assets of any Pension Plan.

“Consolidated Net Total Debt” means, as of any date of determination, the aggregate stated balance sheet amount of all funded Indebtedness (including Guarantees) of the Escrow Issuer, the Company and the Restricted Subsidiaries determined on a consolidated basis in accordance with IFRS (exclusive of (i) any Contingent Liability in respect of any letter of credit and (ii) obligations in respect of derivative transactions that have not been terminated) minus the amount of unrestricted cash and Cash Equivalents of the Company and the Restricted Subsidiaries determined on a consolidated basis in accordance with IFRS.

“Consolidated Senior Secured Debt” means, as of any date of determination, Consolidated Net Total Debt minus unsecured Indebtedness of the Escrow Issuer, the Company and the Restricted Subsidiaries on a consolidated basis.

“Contingent Liability” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection). The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation with respect thereto) be deemed to be the outstanding principal amount of the Indebtedness guaranteed thereby.

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“Controlled Foreign Corporation” means any Subsidiary of a Guarantor organized in the United States or any state, district or territory thereof that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Internal Revenue Code.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.01 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Facilities” means one or more debt facilities or agreements (including, without limitation, the First Lien Credit Facilities) or commercial paper facilities or indentures, in each case with banks or other institutional lenders providing for, or acting as initial purchasers of, revolving credit loans, term loans, notes, debentures, securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether after or upon termination or otherwise), restructured, restated or refinanced (including any agreement to extend the maturity thereof and adding additional borrowers or guarantors and including by means of sales of debt securities to institutional investors) in whole or in part from time to time and including increasing the amount of available borrowings thereunder; provided that such increase is permitted by Section 4.09.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means any Euro Definitive Notes or any Dollar Definitive Notes, as applicable.

“Depositary” means the Dollar Note Depositary or the Euro Note Depositary.

“Description of Notes” means the section entitled “Description of Notes” in the Offering Memorandum.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Company or any Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to, such Designated Non-Cash Consideration.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company or any of its Restricted Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company or such

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Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.10. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture shall be the maximum amount that the Company and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Distribution Compliance Period” means the 40-day distribution compliance period as defined in Regulation S.

“Dollar Definitive Note” means a certificated Dollar Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(f) of this Indenture, substantially in the form of Exhibit B hereto except that such Dollar Note shall not bear the Dollar Global Notes Legend and shall not have the “Schedule of Increases or Decreases in Dollar Global Note” attached thereto.

“Dollar Escrow Account” means the segregated escrow account into which the gross proceeds of the offering of the Initial Dollar Notes are deposited on the Issue Date pending consummation of the Acquisition and satisfaction of certain other conditions set forth in the Escrow Agreement.

“Dollar Escrowed Property” means the gross proceeds of the Initial Dollar Notes that are deposited into the Dollar Escrow Account on the Issue Date, and all other funds, securities, interest, dividends, distributions and other property and payments credited to the Dollar Escrow Account in connection with the Dollar Notes (less any property and/or funds paid in accordance with the Escrow Agreement).

“Dollar Global Notes” means, collectively, each of the Dollar Restricted Global Notes and the Dollar Unrestricted Global Notes, including, for the avoidance of doubt, any Dollar Rule 144A Global Notes and any Dollar Temporary Regulation S Global Notes that qualify as Dollar Restricted Global Notes or Dollar Unrestricted Global Notes, in each case, substantially in the form of Exhibit B, issued in accordance with this Indenture.

“Dollar Note Depositary” means DTC.

“Dollar Restricted Definitive Note” means a Dollar Definitive Note bearing the Private Placement Legend.

“Dollar Restricted Global Note” means a Dollar Global Note bearing the Private Placement Legend.

“Dollar Unrestricted Definitive Note” means one or more Dollar Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Dollar Unrestricted Global Note” means a permanent Dollar Global Note, substantially in the form of Exhibit B hereto, that bears the Dollar Global Notes Legend and that has the “Schedule of Increases or Decreases in Dollar Global Note” attached thereto, and that is

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deposited with or on behalf of and registered in the name of the Dollar Note Depositary or its nominee, representing Notes that do not bear the Private Placement Legend.

“DTC” means The Depository Trust Company and any successor thereto.

“EEA Financial Institution” means any institutional member of the European Union banking union.

“EIB Term Loans” means Indebtedness of the Company and its Restricted Subsidiaries owed to the European Investment Bank.

“Eligible Escrow Investments” means short term liquid investments permissible in accordance with the Escrow Agreement.

“Equity Interests” means Capital Stock and all warrants, options, restricted stock units, performance units or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, the regulations promulgated thereunder and any successor thereto.

“Escrow Account” means the Euro Escrow Account or the Dollar Escrow Account, as applicable.

“Escrow Accounts” means, collectively, the Euro Escrow Account and the Dollar Escrow Account.

“Escrow Agent” means The Bank of New York Mellon.

“Escrow Agreement” means the escrow agreement, dated as of the Issue Date, among the Escrow Issuer, the Trustee and the Escrow Agent.

“Escrow Outside Date” shall have the meaning set forth in the Escrow Agreement.

“Escrow Release” means the release by the Escrow Agent of the Escrowed Property to the Company.

“Escrow Release Officer’s Certificate” means the officer certificate delivered by the Escrow Issuer to the Escrow Agent instructing the release of the Escrow Property pursuant to the terms of the Escrow Agreement.

“Escrowed Property” means the Euro Escrowed Property and/or the Dollar Escrowed Property, as applicable.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com.

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“Euro Definitive Note” means a certificated Euro Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(f) of this Indenture, substantially in the form of Exhibit A hereto except that such Euro Note shall not bear the Euro Global Notes Legend and shall not have the “Schedule of Increases or Decreases in Euro Global Note” attached thereto.

“Euro Escrow Account” means the segregated escrow account into which the gross proceeds of the offering of the Initial Euro Notes are deposited on the Issue Date pending consummation of the Acquisition and satisfaction of certain other conditions set forth in the Escrow Agreement.

“Euro Escrowed Property” means the gross proceeds of the Initial Euro Notes that are deposited into the Euro Escrow Account on the Issue Date, and all other funds, securities, interest, dividends, distributions and other property and payments credited to the Euro Escrow Account in connection with the Euro Notes (less any property and/or funds paid in accordance with the Escrow Agreement).

“Euro Global Notes” means, collectively, each of the Euro Restricted Global Notes and the Euro Unrestricted Global Notes, including, for the avoidance of doubt, any Euro Rule 144A Global Notes and any Euro Temporary Regulation S Global Notes that qualify as Euro Restricted Global Notes or Euro Unrestricted Global Notes, in each case, substantially in the form of Exhibit 1-B, issued in accordance with this Indenture.

“Euro Note Depositary” means Euroclear Bank S.A./N.V. and Clearstream Banking, Société Anonyme, their respective nominees and their respective successors.

“Euro Notes” means the Initial Euro Notes and any Additional Euro Notes, as applicable.

“Euro Restricted Definitive Note” means a Euro Definitive Note bearing the Private Placement Legend.

“Euro Restricted Global Note” means a Euro Global Note bearing the Private Placement Legend.

“Euro Unrestricted Definitive Note” means one or more Euro Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Euro Unrestricted Global Note” means a permanent Euro Global Note, substantially in the form of Exhibit A hereto, that bears the Euro Global Notes Legend and that has the “Schedule of Increases or Decreases in Euro Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Common Depositary or its nominee, representing Notes that do not bear the Private Placement Legend.

“Euroclear” means Euroclear Bank, S.A./N.V. and any successor thereto.

“European Union” means the economic and political union whose members comprise, as of the date of this Indenture, Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia,

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Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds or property or assets received by the Company after the Acquisition Escrow Release Date from (1) capital contributions to the equity of the Company (other than through the issuance of Disqualified Stock), and (2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock) of the Company, in each case designated as Excluded Contributions pursuant to an Officer’s Certificate of the Company delivered to the Trustee.

“Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries (without duplication) in existence on the Issue Date (other than Indebtedness in respect of the Notes and the First Lien Credit Facilities, the Secured Notes and the Unsecured Notes), until such amounts are repaid.

“First Lien Credit Facilities” means that certain credit and guaranty agreement of the Company and certain of its Subsidiaries with Bank of America, N.A., as administrative agent, and the other parties thereto, dated November 15, 2019, including any related notes, Guarantees, instruments and agreements executed in connection therewith, and, in each case, as amended, modified, renewed, refunded, replaced (whether after or upon termination or otherwise), restructured, restated or refinanced (including any agreement to extend the maturity thereof and adding additional borrowers or guarantors and including by means of sales of debt securities) in whole or in part under such agreement or agreements or any successor agreement or agreements from time to time under the same or any other agent, lender or group of lenders and including increasing the amount of available borrowings thereunder.

“Fitch” means Fitch Ratings Inc. and any successor to its rating agency business.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving Pro Forma Effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom (including use on the Calculation Date) as if the same had occurred at the beginning of the applicable four- quarter reference period; provided, however, that the Fixed Charges of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a Pro Forma Effect basis shall be computed based on the average daily balance of

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such Indebtedness during the four- quarter reference period and using the interest rate in effect at the end of such period (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates); plus

(2)the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)any interest actually paid on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than (i) dividends on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or one of its Restricted Subsidiaries and (ii) dividends on any series of preferred stock of such Person or any of its Restricted Subsidiaries where such dividends are also payable pro rata on common stock of such Person or any of its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with IFRS.

The Fixed Charges of the Escrow Issuer shall be included in the sum of the Company’s Fixed Charges, whether or not it is a Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States or Spain, as applicable, which are in effect from time to time.

“Global Note Legend” means each of the legends set forth in Sections 2.06(f)(ii) and 2.06(f)(iii), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means Euro Global Notes or the Dollar Global Notes, as applicable.

“GDS” means Grifols Diagnostic Solutions Inc., a Delaware corporation.

“GDS Contributed Equity” means the following Equity Interests of GDS owned by the Company: 40.0% of the issued and outstanding GDS Voting Equity Interests and 50.0% of the issued and outstanding GDS Non-Voting Equity Interests.

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“GDS Equity Interest Contribution” means the contribution by the Company to Shanghai RAAS of the GDS Contributed Equity.

“GDS Non-Voting Equity Interests” means the Series B Common Stock in GDS, par value $0.0001 per share.

“GDS Retained Equity” means the following Equity Interests of GDS owned by the Company on the Issue Date: 60.0% of the issued and outstanding GDS Voting Equity Interests and 50.0% of the issued and outstanding GDS Non-Voting Equity Interests that are not to be contributed to Shanghai RAAS in connection with the Shanghai RAAS Transactions.

“GDS Voting Equity Interests” means the Series A Common Stock in GDS, par value $0.0001 per share.

“Government Securities” means securities that are:

(1)(x) with respect to the Euro Notes, direct obligations (or certificates representing an interest in such obligations) of the government of a member state of the European Union, the United Kingdom, the United States of America or Switzerland for the timely payment of which its full faith and credit is pledged or (y) with respect to the Dollar Notes, direct obligations (or certificates representing an interest in such obligations) of, or obligations guaranteed by, the United States; or

(2)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of (x) with respect to the Euro Notes, the government of a member state of the European Union, the United Kingdom, the United States of America or Switzerland and the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the government of a member state of the European Union, the United Kingdom, the United States of America or Switzerland or (y) with respect to the Dollar Notes, the United States, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt.

“Grifols Worldwide Operations USA” means Grifols Worldwide Operations USA, Inc., a Delaware corporation, an indirect wholly owned Subsidiary of the Company.

“GSSNA” means Grifols Shared Services North America Inc., a Virginia corporation, an indirect wholly owned Subsidiary of the Company.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without

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limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantor” means, (x) from and after the Acquisition Escrow Release Date until the Escrow Issuer Merger, the Company and each Subsidiary Guarantor and (y) from and after the Escrow Issuer Merger, each Subsidiary Guarantor, until, in each case, such Person is released from the Guarantee of the Notes in accordance with the terms of this Indenture.

“GWWO” means Grifols Worldwide Operations Limited, a company incorporated and existing under the laws of Ireland, an indirect wholly owned Subsidiary of the Company.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)interest rate swap agreements (whether from fixed to floating or floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)foreign exchange contracts, currency swap agreements or other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means each Person in whose name the Euro Notes or Dollar Notes are registered on the Registrar’s books, which Holder shall initially be The Bank of New York Depository (Nominees) Limited, the nominee of the Common Depositary for Euroclear and Clearstream for the Euro Notes, and Cede & Co., as nominee of DTC, for the Dollar Notes.

“Holdings” means Tiancheng (Germany) Pharmaceutical Holdings AG.

“IFRS” means the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the Issue Date.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary (i) whose total assets, as of that date, are less than $150 million and (ii) whose total revenues for the most recent 12-month period do not exceed $150 million; provided that a Restricted Subsidiary shall not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company or any of its other Restricted Subsidiaries.

“Indebtedness” means, with respect to any specified Person, any indebtedness (excluding accrued expenses or trade payables), of such Person, whether or not contingent:

(1)in respect of borrowed money;

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(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)in respect of banker’s acceptances;

(4)representing Capital Lease Obligations;

(5)representing the balance deferred and unpaid of the purchase price of any property due more than six months after such property is acquired, except any such balance that constitutes an accrued expense or trade payable; or

(6)representing the net amount of any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be (without duplication):

(1)the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2)the principal amount of the Indebtedness, together with any interest on the

Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and

(3)in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a)the fair market value of such assets that are subject to such Lien at the date of determination; and

(b)the amount of the Indebtedness of the other Person secured by such assets.

“Indenture” means this instrument, as originally executed or as it may from time to time be supplemented or amended in accordance with Article 9 hereof.

“Indirect Participant” means a Person who holds a Book-Entry Interest in a Global Note through a Participant.

“Initial Dollar Notes” has the meaning ascribed in the recitals.

“Initial Euro Notes” has the meaning ascribed in the recitals.

“Instituto Grifols” means Instituto Grifols, S.A., a sociedad anónima organized under the laws of the Kingdom of Spain, an indirect wholly owned Subsidiary of the Company.

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“Intercreditor Agreement” means the pari passu intercreditor agreement, dated November 15, 2019, among the Company, the other grantors party thereto, the Secured Notes collateral agent, the First Lien Credit Facilities collateral agent and European Investment Bank.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB- (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency.

“Investment Grade Status” means an Investment Grade Rating by two or more of Moody’s, S&P or Fitch.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS (or GAAP to the extent required by applicable law) (it being understood that capital expenditures shall not be deemed to be “Investments”). If the Company or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.10. The acquisition by the Company or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.10. Except as otherwise provided in this Indenture, the amount of an Investment shall be determined at the time the Investment was made and without giving effect to subsequent changes in value.

“Issue Date” means October 5, 2021.

“Issuer” means (a) prior to the Escrow Issuer Merger, the Escrow Issuer, and (b) on and after the Escrow Issuer Merger, the Company.

“Leverage Ratio” means the ratio as of the last day of any fiscal quarter of (a)

Consolidated Net Total Debt as of such day to (b) Consolidated Cash Flow of the Company and the Restricted Subsidiaries on a consolidated basis for the four-fiscal quarter period ending on such date.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a

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security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (i) the direct costs directly attributable to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, (ii) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (iii) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale, (iv) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with IFRS (or GAAP to the extent required by applicable law) (unless such reserve is not used) against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations (whether fixed or contingent) associated with such Asset Sale.

“Non-Recourse Debt” means Indebtedness:

(1)as to which neither the Company nor any of the Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), or (b) is directly or indirectly liable as a guarantor or otherwise;

(2)no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3)as to which the lenders have been notified in writing that they shall not have any recourse to the stock or assets of the Company or any of the Restricted Subsidiaries.

“Non-U.S. Person” means a Person that is not a U.S. Person.

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“Notes” means the Euro Notes and the Dollar Notes.

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the applicable Depositary) or any successor person thereto, who shall initially be the Trustee.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means that certain offering memorandum, dated as of September 28, 2021, relating to the offering and sale of the Notes by the Company.

“Officer” means the chief executive officer, the president, the chief financial officer, any vice president, the chief accounting officer or any other officer authorized by actions of the Board of Directors of the Company, or any duly elected director (including any alternate director) or other person authorized by actions of the Board of Directors of the Company.

“Officer’s Certificate” means a certificate, in form and substance reasonably satisfactory to the Trustee, signed by an Officer of the Company and delivered to the Trustee. The Officer signing an Officer’s Certificate given pursuant to Section 4.04 shall be the chief executive officer, the president, the chief financial officer or the chief accounting officer of the Company.

“Opinion of Counsel” means a written opinion, in form and substance reasonably satisfactory to the Trustee, from legal counsel who is acceptable to the Trustee and which meets the requirements of Section 12.04 hereof. The counsel may be an employee of or counsel to the Company.

“Participant” means, with respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 or Section 430 of the Internal Revenue Code or Section 302 or Section 303 of ERISA.

“Permitted Business” means healthcare products and services (including the lines of business conducted by the Company and the Restricted Subsidiaries on the date of this Indenture) and any businesses ancillary, complementary or reasonably related thereto.

“Permitted Holder Group” means any group comprised solely of the Grifols family, holding directly or indirectly (the “Existing Holders”), or (ii) a person or group of related persons for purposes of Section 13(d) of the Exchange Act that includes the Existing Holders where the Existing Holders control (whether through exercise of voting rights, by contract or otherwise) the Company.

“Permitted Investment” means:

(1)any Investment in the Company or in a Restricted Subsidiary;

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(2)any Investment in cash and Cash Equivalents and Investments that were Cash Equivalents when made;

(3)loans and advances to employees, officers, consultants and directors of the Company or a Restricted Subsidiary in the ordinary course of business for bona fide business purposes not in excess of $30.0 million at any one time outstanding;

(4)any Investment by the Company or a Restricted Subsidiary in a Person, if as a result of such Investment:

(a)such Person becomes a Restricted Subsidiary; or

(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(5)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made after the Acquisition Escrow Release Date pursuant to and in compliance with Section 4.12;

(6)any acquisition of assets or Capital Stock solely in exchange for the issuance of the Company’s Equity Interests (other than Disqualified Stock) after the Acquisition Escrow Release Date;

(7)any Investments received (A) in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or the Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency or other reorganization of any trade creditor or customer or (B) in resolution of litigation, arbitration or other disputes or (C) as a result of foreclosure, perfection or enforcement of any Lien;

(8)Hedging Obligations;

(9)any Investments after the Acquisition Escrow Release Date in one or more Permitted Joint Ventures or Unrestricted Subsidiaries, in each case so long as the Leverage Ratio, at the time of each such Investment, after giving pro forma effect to such Investment, would not be greater than 4.00 to 1.00 plus an additional amount not to exceed $350.0 million (“Additional JV Investment Basket”), with respect to which the amount of such Investment shall be reduced by any amounts received in cash in respect of the sale, transfer or other disposition of Investments in Permitted Joint Ventures made pursuant to this Additional JV Investment Basket; provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall, thereafter, be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

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(10)payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(11)repurchases of the Notes;

(12)notes, chattel paper and accounts receivable owing to the Company or the Restricted Subsidiaries created or acquired in the ordinary course of business (including concessionary trade terms the Company deems reasonable under the circumstances);

(13)Investments in existence or made pursuant to legally binding written commitments in existence on the Issue Date, and any extension, modification, replacement, refunding, refinancing or renewal thereof in whole or in part;

(14)Guarantees of Indebtedness issued in accordance with the covenant described under Section 4.09 and performance or completion Guarantees in the ordinary course of business;

(15)Investments of a Restricted Subsidiary acquired after the Acquisition Escrow Release Date, or of an entity acquired by, merged into, amalgamated with, or consolidated with a Restricted Subsidiary in a transaction that is not prohibited by Article 5 of this Indenture after the Issue Date, to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(16)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment, including pre-payments therefor;

(17)deposits, prepayments and other credits to suppliers in the ordinary course of business consistent with past practice;

(18)Investments representing amounts held for employees of the Company and the Restricted Subsidiaries under deferred compensation plans; provided that the amount of such Investments (excluding income earned thereon) shall not exceed the amount otherwise payable to such employees the payment of which was deferred under such plan and any amounts matched by the Company or the Restricted Subsidiaries under such plan;

(19)Investments consisting of the licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons in the ordinary course of business;

(20)any Investment in exchange for, or out of the net proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company or a Restricted Subsidiary or an employee stock ownership plan or similar trust) of Capital Stock (other than Disqualified Stock) of the Company; provided that the amount of any net cash proceeds that are utilized for such Investment shall be excluded from clause(d)(c)(ii) of the first paragraph of Section 4.10;

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(21)Investments consisting of advances or loans to Persons building, developing or overseeing the construction of plasma collection centers expected to supply principally the Company or the Restricted Subsidiaries in the ordinary course of business and consistent with past practice;

(22)Investments relating to any Securitization Subsidiary of the Company or any Restricted Subsidiary organized in connection with a Qualified Securitization Financing that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect such Qualified Securitization Financing;

(23)Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(24)other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (24) that are at the time outstanding, not to exceed the greater of (i) $400 million and (ii) 3.2% of Total Assets;

(25)Investments in the Company or a Restricted Subsidiary to consummate the Biomat Internal Reorganization at any time prior to the Biomat Transactions Consummation Date; and

(26)Investments by the Company in the Equity Interests of Shanghai RAAS (with par value RMB1.00) in exchange for all or any portion of GDS Retained Equity so long as the consideration received for such GDS Retained Equity shall be at least equal to the fair market value thereof as determined by the Company in good faith.

“Permitted Joint Venture” means any joint venture that the Company or any Restricted Subsidiary is a party to that is engaged in a Permitted Business.

“Permitted Liens” means:

(1) Liens to secure Obligations in respect of any Indebtedness incurred under Section 4.09(b)(i);

(2)Liens securing Indebtedness incurred under Section 4.09(a); provided that at the time of incurrence and after giving pro forma effect to the incurrence of such Indebtedness and the application of the proceeds therefrom on such date, the Secured Leverage Ratio would not exceed 4.50 to 1.00;

(3)Liens in favor of the Company or any Restricted Subsidiary;

(4)Liens and deposits to secure the performance of bids, trade contracts, leases, statutory obligations, letters of credit or trade guarantees, surety or appeal bonds, performance bonds or other obligations of a like nature, in each case in the ordinary course of business;

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(5)Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of Section 4.09(b) covering only the assets acquired, or financed, with such Indebtedness;

(6)Liens existing on the date of this Indenture (other than Liens incurred in connection with the First Lien Credit Facilities or in connection with the Secured Notes) and (ii) liens to secure Obligations in respect of any Indebtedness incurred under the clause 4.09(b)(ii)(2) or that are required to be issued pursuant to the Intercreditor Agreement, and, in each case any extensions, renewals or replacements thereof;

(7)Liens for Taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with IFRS (or GAAP to the extent required by applicable law), has been made therefor and Liens for Taxes assessed on real estate assets that are not delinquent;

(8)Liens, pledges or deposits in the ordinary course of business to secure workers’ compensation claims, self-retention or self-insurance obligations, unemployment insurance, performance, bid, release, appeal, surety and similar bonds and related reimbursement obligations and completion guarantees provided or incurred by the Company and the Restricted Subsidiaries in the ordinary course of business, lease obligations or non-delinquent obligations under social security laws and obligations in connection with participation in government insurance, benefits, reimbursement or other programs or other similar requirements, return of money bonds and other similar obligations, including obligations to secure health and safety and environmental obligations (exclusive of obligations for the payment of borrowed money or Indebtedness);

(9)Liens imposed by law, such as carrier’s, supplier’s, workmen’s, warehousemen’s, landlord’s, materialmen’s, repairmen’s and mechanic’s Liens and other similar Liens arising in the ordinary course of business or are being contested in good faith;

(10)easements, rights-of-way, restrictions and encroachments and other minor defects or irregularities in title (including matters indicated on a survey of an affected property), in each case, which do not interfere in any material respect with the use of the affected property by the Company and its Restricted Subsidiaries and that do not secure any monetary obligations that are not otherwise Liens permitted hereunder;

(11)Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be incurred under this Indenture and is secured by the same property securing the Hedging Obligations;

(12)Liens securing Permitted Refinancing Indebtedness (other than Indebtedness secured pursuant to clauses (1), (26) and (31) of this definition), provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced;

(13)Liens created for the benefit of the Notes and guarantees;

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(14)Liens arising from judgments in circumstances not constituting an Event of Default as described in Article 6 hereof;

(15)Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods in the ordinary course of business;

(16)Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(17)bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts;

(18)Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(19)Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings in the ordinary course of business;

(20)Liens on accounts receivable and related assets of a Securitization Subsidiary incurred in connection with a Qualified Securitization Financing;

(21)Liens on property (including Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries after the Acquisition Escrow Release Date; provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the Company or such merger or consolidation, were not incurred in contemplation thereof and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries;

(22)filing of Uniform Commercial Code financing statements under U.S. state law (or similar filings under applicable jurisdiction) in connection with operating leases in the ordinary course of business;

(23)operating leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;

(24)Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(25)limited recourse Liens in respect of the ownership interests in, or assets owned by, any joint ventures which are not Restricted Subsidiaries securing obligations of such joint ventures;

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(26)Liens incurred by the Company or any Restricted Subsidiary with respect to obligations that do not exceed the greater of (i) $600 million and (ii) 5.0% of Total Assets at any one time outstanding;

(27)Liens on the assets of any Restricted Subsidiary (other than the Company or any Guarantor) to secure Indebtedness of such Restricted Subsidiary;

(28)Liens solely on cash earnest money deposits made by the Company or any Restricted Subsidiary in connection with any letter-of-intent or purchase agreement entered into in connection with any Investment permitted under this Indenture;

(29)any interest of a lessor or sublessor under any lease of real estate permitted hereunder and covering only the assets so leased and any Liens encumbering such lessor’s or sublessor’s interest or title;

(30)any zoning or similar law or right reserved or vested in any governmental office or agency to control or regulate the use of any real property not inconsistent with the present use or operation of the real property; and

(31)Liens incurred by the Company or any Restricted Subsidiary to secure Indebtedness or other obligations in an aggregate principal amount at the time of incurrence of such Indebtedness or other obligations not to exceed $10 million.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, refund or discharge other Indebtedness of the Company or any of the Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)the principal amount (or accreted value, if applicable) of such Permitted

Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased, refunded or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums incurred in connection therewith);

(2)such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased, refunded or discharged;

(3)if the Indebtedness being extended, refinanced, renewed, replaced, defeased, refunded or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, refunded or discharged; and

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(4)such Indebtedness is incurred either by the Company, a Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased, refunded or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint- stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture except as otherwise permitted by the provisions of this Indenture.

“Pro Forma Effect” means:

(1)acquisitions that have been made or are, on the Calculation Date, being made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by (including acquisitions on the Calculation Date) the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including any increase in ownership of Restricted Subsidiaries, during the four quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of the four quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to the deduction set forth in the definition of Consolidated Net Income;

(2)the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with IFRS and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, shall be excluded; and

(3)the Fixed Charges attributable to discontinued operations, as determined in accordance with IFRS and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges shall not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; provided that whenever pro forma effect is to be given to an acquisition or a disposition, the amount of income or earnings related thereto (including the incurrence of any Indebtedness and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, regardless of whether those expense and cost reductions could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any regulation or policy of the SEC related thereto) shall be reasonably determined in good faith by one of the Company’s responsible senior financial or accounting officers so long as such cost savings are actually expected to be achieved within 12 months of such acquisition or disposition; provided further that any Run Rate Amounts shall be determined in accordance with the determination set forth in the definition of Consolidated Cash Flow.

“Project Disposition” means any sale, assignment, conveyance, transfer or other disposition of facilities under construction of the Company and its Restricted Subsidiaries as of

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the Issue Date (including the real estate related thereto) which are intended by the Company upon completion of construction to be repurchased or leased by the Company or one of its Restricted Subsidiaries or any business related, ancillary or complementary thereto; provided, that the consideration received for such assets shall be cash in an amount at least equal to the book value.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Offering” means any public or any private offering of the Company’s Capital Stock (excluding Disqualified Stock).

“Qualified Securitization Financing” means any transaction or series of transactions entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary sells, conveys, contributes, assigns, grants an interest in or otherwise transfers to a Securitization Subsidiary, Securitization Assets (and/or grants a security interest in such Securitization Assets transferred or purported to be transferred to such Securitization Subsidiary), and which Securitization Subsidiary funds the acquisition of such Securitization Assets (a) with cash, (b) through the issuance to the Company’s or such Seller’s Retained Interests or an increase in the Company’s or such Seller’s Retained Interests, and/or (c) with proceeds from the sale, pledge or collection of Securitization Assets.

“Rating Agencies” means Fitch, Moody’s and S&P.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means any Euro Regulation S Global Note or any Dollar Regulation S Global Note.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the BRRD Party.

“Replacement Assets” means any properties or assets used or useful in a Permitted Business.

“Responsible Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Department of the Trustee (or any successor group of the Trustee), including any vice president, assistant secretary, senior associate, associate, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or any officer of the Corporate Trust Department of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means one or more Definitive Notes bearing the Private Placement Legend.

“Restricted Global Notes” means the 144A Global Note and the Regulation S Global Note.

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“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of the Company that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means S&P Global Ratings and any successor to its rating agency business.

“SEC” means the Securities and Exchange Commission.

“Secured Indenture” means the Indenture dated November 15, 2019, by and among the Company, BNY Mellon Corporate Trustee Services Limited, as trustee, The Bank of New York Mellon, London Branch, as notes collateral agent, The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar, as amended from time to time.

“Secured Leverage Ratio” means the ratio as of the last day of any fiscal quarter of (a) Consolidated Senior Secured Debt as of such day to (b) Consolidated Cash Flow of the Company and the Restricted Subsidiaries on a consolidated basis for the four-fiscal quarter period ending on such date.

“Secured Notes” means the Company’s €905,000,000 aggregate principal amount of 1.625% Senior Secured Notes due 2025 and the €770,000,000 2.250% Senior Secured Notes Due 2027.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means any accounts receivable owed to the Company or any of its Subsidiaries (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable and other assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivable and which are sold, conveyed, contributed, assigned, pledged or otherwise transferred by the Company or any of its Subsidiaries to a Securitization Subsidiary.

“Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a

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result of a breach of a representation, warranty or covenant with respect to such Securitization Assets, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set, counterclaim or other dilution of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller, but in each case, not as a result of such receivable being or becoming uncollectible for credit reasons.

“Securitization Subsidiary” means a Restricted Subsidiary of the Company that engages in no activities other than in connection with the acquisition and/or financing of Securitization Assets, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company (or a duly authorized committee thereof) or such other Person (as provided below) as a Securitization Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any of its Subsidiaries, other than another Securitization Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any of its Subsidiaries, other than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset (other than Securitization Assets) of the Company or any of its Subsidiaries, other than another Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of the Company nor any of its Subsidiaries, other than another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding other than (i) the applicable receivables purchase agreements and related agreements, in each case, having reasonably customary terms, or (ii) on terms which the Company reasonably believes to be no less favorable to the Company or the applicable Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company or any of its Subsidiaries and (c) to which neither the Company nor any of its Subsidiaries other than another Securitization Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company (or a duly authorized committee thereof) or such other Person shall be evidenced to the Trustee by delivery to the Trustee of a certified copy of the resolution of the Board of Directors of the Company or such other Person giving effect to such designation and a certificate executed by an authorized Officer certifying that such designation complied with the foregoing conditions.

“Seller’s Retained Interests” means the Indebtedness or Equity Interests held by the Company or any of its Subsidiaries in a Securitization Subsidiary to which Securitization Assets have been transferred, including any such debt or equity received as consideration for or as a portion of the purchase price for the Securitization Assets transferred, or any other instrument through the Company or such Subsidiary has rights to or receives distributions in respect of any residual or excess interest in the Securitization Assets.

“Shanghai RAAS” means Shanghai RAAS Blood Products Co., Ltd., a company limited by shares listed at the Shenzhen Stock Exchange with the approval of the China Securities Regulatory Commission under the stock code of 002252.

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“Shanghai RAAS Equity Interests” means the issuance to the Company of RMB ordinary shares (“A” shares) with the par value of RMB1.00 per share of Shanghai RAAS in an amount equal to 26.2% of the fully diluted share capital of Shanghai RAAS.

“Shanghai RAAS Strategic Alliance Agreement” means that certain Exclusive Master Strategic Alliance Agreement, dated as of March 2019, by and among the Company, Shanghai RAAS, Creat Tiancheng Investment Holdings Co., Ltd. and Ningbo Creat Jinding Investment Partnership (Limited Partnership).

“Shanghai RAAS Transaction” means (a) the GDS Equity Interest Contribution, (b) the Investment by the Company in the Shanghai RAAS Equity Interests in exchange for the GDS Contributed Equity and (c) the performance by the Company and its Subsidiaries in connection with the above transaction and the Shanghai RAAS Strategic Alliance Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect on the Issue Date.

“Standard Securitization Undertakings” means representations, warranties, covenants, Securitization Repurchase Obligations and indemnities entered into by the Company or any of its Subsidiaries that are reasonably customary in accounts receivable securitization transactions.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means all Indebtedness (whether outstanding on the Issue Date or thereafter incurred) that is subordinated or junior in right of payment to the Notes pursuant to a written agreement, executed by the Person to whom such Indebtedness is owed, to that effect.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which (x) any Person has the power to direct or cause the direction of the management or policies, or the dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise and the accounts of which are required to be consolidated with those of such Person in such Person’s consolidated financial statements in accordance with IFRS or (y) more than 50.0% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. Unless otherwise specified herein, all references to any “Subsidiary” shall refer to a Subsidiary of the Company.

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“Subsidiary Guarantor” means, each subsidiary of the Company that executes a supplemental indenture as a Guarantor on the Acquisition Escrow Release Date and each other Restricted Subsidiary of the Company that thereafter Guarantees the Notes in accordance with the terms of this Indenture (including Holdings from and after the Transformation), until, in each case, such Person is released from the Guarantee of the Notes in accordance with the terms of this Indenture.

“Talecris” means Talecris Plasma Resources, Inc., a Delaware corporation.

“Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other liabilities related thereto).

“Taxing Authority” means any government or political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to impose or collect any Tax.

“Temporary Regulation S Global Note” means any Dollar Temporary Regulation S Global Note or Euro Temporary Regulation S Global Note.

“Total Assets” means the total consolidated assets of the Company and the Restricted Subsidiaries, as shown on the most recent internal balance sheet of the Company prepared on a consolidated basis (excluding Unrestricted Subsidiaries) in accordance with IFRS.

“Transactions” means the Acquisition and the VTO.

“Treasury Rate” means, as obtained by the Company, as of any Redemption Date, the yield to maturity as of such Redemption Date of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the applicable Redemption Date of the Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to October 15, 2024; provided, however, that if the period from such Redemption Date to October 15, 2024 is less than one year, the weekly average yield on actively traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) under the Securities Act.

“Unrestricted Definitive Notes” means one or more Definitive Notes of either series that do not and are not required to bear the Private Placement Legend.

“Unrestricted Global Notes” means one or more Global Notes, in the form of Exhibit A or Exhibit B, as applicable, attached hereto, that do not and are not required to bear the Private Placement Legend and are deposited with and registered in the name of the applicable Depositary or its nominee.

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“Unrestricted Subsidiary” means any Subsidiary (or any successor to any of them) that is designated by the Company’s Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

(1)has no Indebtedness other than Non-Recourse Debt;

(2)except as permitted pursuant to Section 4.14, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company and/or the Restricted Subsidiaries;

(3)is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests (provided however the Company or a Restricted Subsidiary may make Permitted Investments in Unrestricted Subsidiaries permitted by the terms of this Indenture) or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4)has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary; and

(5)has at least one director on its Board of Directors that is not a director or executive officer of the Company or any Restricted Subsidiary and has at least one executive officer that is not a director or executive officer of the Company or any Restricted Subsidiary.

Any designation of a Subsidiary as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in Default of Section 4.09. The Company’s Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (2) no Default or Event of Default would be in existence following such designation; and (3) such Subsidiary executes and delivers to the Trustee a supplemental indenture providing for a Guarantee.

“Unsecured Indenture” means the Indenture dated April 26, 2017, by and among the Company, BNY Mellon Corporate Trustee Services Limited, as trustee, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar, as amended from time to time.

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“Unsecured Notes” means the Company’s €1,000,000,000 aggregate principal amount of 3.200% Senior Notes due 2025.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“VTO” means the voluntary takeover offer for all preferred shares and ordinary shares of Biotest conducted pursuant to German law in connection with the Acquisition.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment; by

(2)the then outstanding principal amount of such Indebtedness.

Section 1.02. Other Definitions.