ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

• a pledge of Locked Shares to a financial institution securinga mortgage or loan entered into by the relevant ExistingShareholder, provided that the beneficiary of the pledgeadheres to the Lock-up Letter or Cellerix Shareholders’ LockupUndertakings, as the case may be;• a transfer of Locked Shares pursuant to a public takeover bidor squeeze-out on the Shares;• a transfer of Locked Shares which is approved by the Boardof Directors deciding with a majority of 2/3 of the directorson a discretionary basis;• a transfer of Locked Shares between insurers and insurancepolicy holders or in the framework of a redemption in kindof an insurance policy or payment in kind under such anagreement;• a transfer of Locked Shares which is approved by the Boardof Directors by simple majority, to the extent all holders ofContribution Shares are treated equally in proportion to theirshareholding;• a grant of options by CX EBIP Agreement, S.L. on its Sharesin the framework of and to the beneficiaries of certain stockoption plans of Cellerix, provided that the beneficiariesof such stock option plans can only exercise such optionsduring the restricted period of six (6) months if the relevantbeneficiary of the option at the time of exercise of its optionadheres to the Cellerix Shareholders’ Lock-up Undertakings.74 • TiGenix • Rights Offering