Common use of Replacements Clause in Contracts

Replacements. (i) The Company agrees that if either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below), and at such time the Investor Group beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Investor Group shall have the ability to recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) business days after representatives of the Board have conducted interview(s) of such director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) Upon acceptance of a replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after the Nominating Committee’s recommendation; provided, however, that if the Board does not elect such replacement director candidate to the Board pursuant to this Section 1(e), the Company and the Investor Group shall continue to follow the procedures of this Section 1(e) until a replacement director candidate is elected to the Board. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereof.

Replacements. If any New Director (ior any Replacement Director (as defined below)) The Company agrees that if either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated is unable or unwilling to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing and ceases to serve as be a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reasondirector, resigns as a director, or is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the end expiration of the term of office set forth above during the Standstill Period (as defined below), and provided that at such time the Investor Group ▇▇▇▇▇▇ Parties beneficially owns own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least five percent the lesser of (5.0%i) 4.5% of the Company’s then then-outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stockadjustments), then the Investor Group ▇▇▇▇▇▇ Parties shall have the ability to recommend to the Board within 5 business days of such Vacancy a substitute person. person to be a replacement director in accordance with this Section 1(c) (iiany such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to NASDAQ’s New York Stock Exchange (“NYSE”) listing standards and (C) have the relevant financial and business experience to fill be a director of the resulting vacancyCompany (a “Qualified Nominee”). The Nominating/Governance Committee of the Board (the “Nominating Committee Committee”) shall make its determination and recommendation regarding whether such person is reasonably acceptable and Replacement Director meets the foregoing criteria within twenty five (205) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(e1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidatenominee, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) Upon acceptance of a replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after the ▇▇▇▇▇▇ Parties’ submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the ▇▇▇▇▇▇ Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the ▇▇▇▇▇▇ Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendationrecommendation of such Replacement Director; provided, however, that if the Board does not elect appoint such replacement director candidate Replacement Director to the Board pursuant to this Section 1(e1(c), the Company and the Investor Group Parties shall continue to follow the procedures of this Section 1(e1(c) until a replacement director candidate Replacement Director is elected to the Board. Following the Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board, the Board in accordance with this Section 1(e) and all applicable committees of the Board shall be appointed take all necessary actions to appoint such Replacement Director to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal removal. Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Investors shall cause Board, the other New Director will serve as an interim member of such replacement director applicable committee. Any Replacement Director designated pursuant to comply with the terms and conditions applicable to this Section 1(c) replacing a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in prior to the event the replacement director is found in the reasonable judgment mailing of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofnominees.

Replacements. (i) The Company agrees that that, during the Standstill Period (as defined below), if either of the New Directors Director (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereofany replacement director) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below)above, and at such time the Investor Group beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Investor Group shall have the ability to identify and recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant replacement director candidate to Section 1(e)(i) above shall be reasonably acceptable appointed to the Nominating Committee and Board, which replacement director candidate shall (i) qualify as “independent” pursuant to NASDAQ’s listing standards and standards, (ii) have the relevant financial financial, industry and business experience to fill the resulting vacancy, (iii) be independent of the Investor Group and (iv) be no less qualified to serve as an independent director at the Company than the director he or she is replacing.. The replacement director candidate shall be subject to the approval of the Board after exercising its fiduciary duties in good faith. The Nominating Committee Board shall make its determination determine, and recommendation regarding inform the Investor Group, whether such person any proposed replacement director candidate is reasonably acceptable and meets the foregoing criteria criteria, within twenty ten (2010) business days after representatives of the Board have has conducted interview(s) of such proposed replacement director candidate. The Company Board shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within twenty ten (2010) business days after the Investor Group’s submission receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) questionnaire. Upon acceptance of a replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after the Nominating Committee’s recommendation; provided, however, that if the Board does not elect such replacement director candidate to the Board pursuant to this Section 1(e), the Company and the Investor Group shall continue to follow the procedures of this Section 1(e) until a replacement director candidate is elected to the Boardthereafter. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e1(f) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and removal. Following the Investors appointment of any director to replace the New Director in accordance with this Section 1(f), any reference to New Director herein shall cause be deemed to include such replacement director to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in director. In the event the Board does not accept the replacement director is found in candidate recommended by the reasonable judgment Investor Group, the parties shall continue to follow the procedures of the Nominating Committee to be an Affiliate or Associate of any Investor, such this Section 1(f) until a replacement director will be required candidate is elected to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofBoard.

Replacements. (i) The Company agrees that if If, from the date hereof until the expiration of the Standstill Period, either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated is unable or unwilling to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a independent director for any reason, resigns as a director, or is removed as a director prior and subject to the end of the term of office set forth above during the Standstill Period (as defined proviso below), and at such time the Investor Group beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Investor Group shall have the ability to recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) business days after representatives of the Board have conducted interview(s) of such director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend propose and the Board agrees to expeditiously appoint a replacement (a “Replacement”) with relevant financial and business experience, who qualifies as “independent” pursuant to NYSE’s listing standards, the SEC rules and regulations and who is not an additional substitute person for consideration officer, director, employee or Affiliate (as defined below) of any Investor and who does not receive compensation from the Investor Group, whose qualifications are substantially similar to the New Director who is being replaced and who have been approved by the Nominating and Governance Committee in accordance with of the procedures described above. (iv) Upon acceptance Board, after exercising its good faith customary due diligence process and fiduciary duties, including, without limitation, a review of a replacement director candidate and officer questionnaire executed by the Nominating CommitteeReplacement, a background check and conducting interviews (and who satisfies Company policies applicable to all directors); provided, that the Investor Group’s right to propose a Replacement pursuant to this Section 1(d) shall terminate (i) with respect to both New Directors when the Investor Group ceases to beneficially own, in the aggregate, at least half of the outstanding Common Stock beneficially owned by it as of the date hereof and (ii) with respect to any New Director who discloses material, non-public information to any Investor or its Affiliates, in breach of any of the Company’s public disclosure or confidentiality policies and, in the written opinion of the Company’s outside legal counsel, any Investor or its Affiliates has been complicit in such breach. Subject to the written mutual agreement of the Company and the agreement by Investor Group, not to be unreasonably withheld or delayed, such replacement director candidate that such candidate will resign (and Replacement shall be deemed hereby to have irrevocably agreed to so resign, be a “New Director” for purposes hereof (it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after the Nominating Committee’s recommendation; provided, however, that if the Board does not elect such replacement director candidate to the Board pursuant to this Section 1(e), the Company and the Investor Group shall continue work together in good faith to follow mutually agree upon a Replacement meeting the procedures of this Section 1(e) until a replacement director candidate is elected to the Boardstandards described above). Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director Replacement appointed to the Board in accordance with this Section 1(e1(d) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal removal. In the event the Nominating and Governance Committee of the Board determines in good faith not to appoint any replacement director proposed by the Investor Group, the Investor Group shall have the right to propose additional replacement directors for consideration, and the Investors shall cause such replacement director to comply with the terms and conditions applicable to a New Director under provisions of this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the Nominating Committee shall continue to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofapply.

Replacements. (i) The Company agrees that if either of the New Directors (Director is, other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director for election at an annual meeting of shareholders the 2017 Annual Meeting or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is , unable to serve as a director for any reason, resigns as a directorresigns, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below), and at such time the Investor Group beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Investor Group shall have the ability to recommend a substitute person. (ii) Any , provided that any such substitute person so recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee after exercising its fiduciary duties in good faith and shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) business days after representatives of the Board have conducted customary in-person interview(s) of such director candidatecandidate (such determination not to be unreasonably withheld). The Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(e) to be conducted section as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an a customary in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) . In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) aboveso recommended, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) . Upon acceptance of a replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be is deemed hereby to have irrevocably agreed to so resign) from the Board effective immediately upon such time as any Investor submits a notice of director nomination for election to the Board at the 2016 Annual Meeting or the 2017 Annual Meeting, it being understood that it shall be in or any Investor or the Board’s sole discretion whether New Director is otherwise found by a court of competent jurisdiction to accept or reject such resignation) pursuant to have violated Section 1(d) 3 hereof and, in furtherance thereof, such candidate provides during the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit AStandstill Period, the Board shall will take such actions as to appoint such replacement director candidate to the Board no later than ten twenty (1020) business days after the Nominating Committee’s recommendation; provided, however, that if the Board does not elect such replacement director candidate to the Board pursuant to this Section 1(e), the Company and the Investor Group shall continue to follow the procedures of this Section 1(e) until a replacement director candidate is elected to the Board. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and will succeed to all of the Investors shall cause such replacement director to comply with rights and privileges of, and will be legally bound by the terms and conditions applicable to a to, the New Director under this AgreementAgreement and, includingprior to being appointed to the Board, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director candidate will be required to execute a document confirming that he or she will be so legally bound in his or her personal capacity, provided, however, that, for the avoidance of doubt, the replacement director candidate will not be subject to Sections 3, 4 and 7(a) of this Agreement. Notwithstanding the foregoing, in the event the replacement director is found by the terms Nominating Committee, acting in good faith and conditions in exercise of this Agreement applicable its fiduciary duty, to any be an Affiliate or Associate of any Investor, or to be employed by or a member of, or directly or indirectly affiliated with, controlled by, or under common control of any Investor includingsuch affiliated replacement director additionally will be legally bound by Sections 3, but not limited to4, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereof. Thereafter, the term “New Director” as used herein shall be deemed to refer to such replacement director.

Replacements. (i) The Company agrees that that, during the Standstill Period (as defined below), if either any of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below)above, and at such time the Investor Group beneficially owns in the aggregate at least five two percent (5.02.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Company and the Investor Group shall have work together in good faith to identify and select a replacement director candidate to be appointed to the ability Board which shall only be appointed to recommend a substitute person. (ii) Any substitute person recommended the Board after having been mutually agreed upon by both the Company and the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and Group. Any such mutually agreed upon replacement director candidate shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee Each of the Investor Group and the Company shall make determine, and inform the other party of its determination and recommendation regarding determination, whether such person any proposed replacement director candidate is reasonably acceptable and meets the foregoing criteria criteria, within twenty ten (2010) business days after representatives of the Board have such party has conducted interview(s) of such proposed replacement director candidate. The Each of the Company and the Investor Group shall use its their respective reasonable best efforts to cause any interview(s) contemplated by this Section 1(e1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within twenty ten (2010) business days after the Investor Group’s submission receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) questionnaire. Upon acceptance of a replacement director candidate by both the Nominating Committee, Company and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit AInvestor Group, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after the Nominating Committee’s recommendation; provided, however, both parties have confirmed in writing that if the Board does not elect they have mutually agreed upon such replacement director candidate to the Board pursuant to this Section 1(e), the Company and the Investor Group shall continue to follow the procedures of this Section 1(e) until a replacement director candidate is elected to the Boardcandidate. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e1(f) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director will succeed to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment all of the Nominating Committee to be an Affiliate or Associate of any Investorrights and privileges of, such replacement director will be required to execute a document confirming that he or she and will be legally bound by the terms and conditions of applicable to, the New Directors under this Agreement applicable to any Affiliate or Associate Agreement. Following the appointment of any Investor including, but not limited to, director to replace a New Director in accordance with this Section 1(c1(f), Section 1(d), Section 2, Section 3 and Section 7(a) hereofany reference to New Directors herein shall be deemed to include such replacement director.

Replacements. (i) The Company agrees that if either of If the New Directors Director (other than or any Replacement Director (as a result of either (idefined below)) in accordance with the terms of this Agreement, not being nominated is unable or unwilling to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing and ceases to serve as be a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reasondirector, resigns as a director, or is removed as a director, or for any other reason fails to serve or is not serving as a director at any time prior to the end expiration of the term of office set forth above during the Standstill Period (as defined below), and at such time S▇▇▇▇▇▇ Value satisfies the Investor Group beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock)Minimum Ownership Threshold, then the Investor Group S▇▇▇▇▇▇ Value shall have the ability to recommend a substitute person. person to be a replacement director in accordance with this Section 1(c) (iiany such replacement nominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall Board, (B) qualify as “independent” pursuant to NASDAQapplicable national securities exchange listing standards, (C) complete a background check to confirm the Company’s listing standards eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial and business experience to fill be a director of the resulting vacancyCompany. The Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such person is reasonably acceptable and Replacement Director meets the foregoing criteria within twenty five (205) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(h)(iv) and (ii) representatives of the Board have conducted customary interview(s) of such director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(e1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidatenominee, within twenty ten (2010) business days after the Investor GroupS▇▇▇▇▇▇ Value’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) nominee. In the event that the Nominating Committee does not accept a substitute person recommended by S▇▇▇▇▇▇ Value as the Investor Group pursuant to Section 1(e)(i) aboveReplacement Director, then the Investor Group S▇▇▇▇▇▇ Value shall have the right to recommend an additional substitute person for consideration by person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. (iv) . Upon acceptance the recommendation of a replacement director candidate Replacement Director nominee by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take vote on the appointment of such actions as to appoint such replacement director candidate Replacement Director to the Board no later than ten five (105) business days after the Nominating Committee’s recommendationrecommendation of such Replacement Director; provided, however, that if the Board does not elect appoint such replacement director candidate Replacement Director to the Board pursuant to this Section 1(e1(c), the Company and the Investor Group Parties shall continue to follow the procedures of this Section 1(e1(c) until a replacement director candidate Replacement Director is elected to the Board. Following the Subject to applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board, the Board in accordance with this Section 1(e) and all applicable committees of the Board shall be appointed take all necessary actions to appoint such Replacement Director to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director removal. Any Replacement Director designated pursuant to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in replacing the event New Director prior to the replacement director is found in the reasonable judgment mailing of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement Company’s definitive proxy statement for the 2023 Annual Meeting shall stand for election at the 2023 Annual Meeting together with the other director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofnominees.

Replacements. (i) The Company agrees that if either of if, during the Standstill Period, the New Directors Director (other than as a result of either (i) in accordance with the terms of or his replacement appointed pursuant to this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof)) is unable to serve as a director for any reasondirector, resigns as a directorresigns, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below)above, and at such time the Investor Group beneficially owns in the aggregate at least five the lesser of (x) seven and one half percent (5.07.5%) of the Company’s then outstanding Common Stock and (y) 623,495 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations combinations, and similar actions by the Company that increase the number of outstanding shares of Common Stockadjustments), then the Investor Group shall have the ability to recommend a substitute person. (ii) Any , provided that any such substitute person so recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall qualify as “independent” pursuant to NASDAQunder NYSE’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) business days after representatives of the Board have conducted interview(s) of such director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Nomination Committee does not accept a substitute person so recommended by (it being acknowledged that the Investor Group pursuant to Section 1(e)(i) aboveNomination Committee cannot unreasonably withhold, condition, or delay its approval), then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) Nomination Committee. Upon acceptance of a replacement director candidate nominee by the Nominating Nomination Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall will take such actions as are necessary to appoint such replacement director candidate to the Board no later than ten (10) business days after the Nominating Nomination Committee’s recommendation; provided. Subject to NYSE rules and applicable law, howeverupon a replacement director’s appointment to the Board, that if the Board does not elect and all applicable committees of the Board shall take all necessary actions to appoint such replacement director candidate to the Board pursuant to this Section 1(e), the Company and the Investor Group shall continue to follow the procedures of this Section 1(e) until a replacement director candidate is elected to the Board. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such removal. Any replacement director designated pursuant to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in replacing the event New Director prior to the mailing of the Company’s definitive proxy statement for the 2024 Annual Meeting shall stand for election at the 2024 Annual Meeting together with the other director nominees. Following the appointment of any replacement director is found in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of accordance with this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofany reference to the New Director in this Agreement shall be deemed to refer to such replacement director.

Replacements. (i) The Company agrees that if either of From the New Directors (other than as a result of either (i) in accordance with the terms date of this AgreementAgreement until the Termination Date (as defined below), not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) if any New Director is unable no longer able to serve as a director for any reason, resigns reason unforeseen by the Engaged Group as a director, or is removed as a director prior to the end of the term date of office set forth above during this Agreement and so long as the Standstill Period (as defined below), and at such time the Investor Engaged Group continuously beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock)Ownership Minimum, then the Investor Engaged Group shall have the ability to recommend a substitute personperson(s) to replace such New Director in accordance with ‎Section 1(b)(ii) (any such replacement director, a “Replacement Director”). (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above The appointment of any Replacement Director shall be reasonably acceptable subject to (A) the Nominating Committee execution and shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee shall make its determination and recommendation regarding whether delivery by such person is reasonably acceptable and meets the foregoing criteria within twenty Replacement Director of (20x) business days after representatives of the Board have conducted interview(s) of such director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Investors agreeing to make any such person available for an in-person interview Company in connection with the Nominating Committee appointment or election of new Board members and other representatives (y) an executed copy of the Company’s standard written representation and agreement, including that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company; (B) such Replacement Director satisfying the Director Criteria (as defined below); and (C) the approval of the Board as determined (it being acknowledged that the Board cannot unreasonably withhold its approval), taking into account the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). The Nominating Committee shall make its determination and recommendation regarding the appointment of any candidate for Replacement Director within 10 Business Days after such candidate has submitted to the Company the documentation required by the Board. (iii) In the event that this Section 1(b)(ii). If the Nominating Committee does not accept a substitute person recommended by the Investor Engaged Group pursuant to Section 1(e)(i) aboveas a Replacement Director (it being acknowledged that the Nominating Committee cannot unreasonably withhold its approval), then the Investor Engaged Group shall have the right to recommend an additional substitute person for consideration by person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. (iv) in this Section 1(b). Upon acceptance the recommendation of a replacement director candidate for Replacement Director by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take review and vote on the appointment of such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days 10 Business Days after the Nominating Committee’s recommendationrecommendation of such candidate; provided, however, that if the Board does not elect approve and appoint such replacement director candidate for Replacement Director to the Board pursuant to this Section 1(e(it being acknowledged that the Board cannot unreasonably withhold its approval), the Company and the Investor Group Parties shall continue to follow the procedures of described in this Section 1(e1(b)(ii) until a replacement director candidate Replacement Director is elected appointed to the Board. Following the Upon a Replacement Director’s appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board, the Board in accordance with this Section 1(e) and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and departure from the Investors Board, and, if the qualifications for such committee(s) are met, shall cause appoint such replacement director Replacement Director to comply with such committee(s) or, if the terms and conditions applicable qualifications for such committee(s) are not met, shall consider in good faith appointing the Replacement Director to other committees of the Board. Any Replacement Director designated pursuant to this Section 1(b) replacing a New Director prior to the 2019 Annual Meeting shall stand for election at the 2019 Annual Meeting together with the Company’s other nominees. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New Director for all purposes under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereof.

Replacements. (i) The Company agrees that if either of the If any New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated Director is unable or unwilling to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing and ceases to serve as be a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reasondirector, resigns as a director, or is removed as a director, or for any other reason fails to serve or is not serving as a director at any time prior to the end expiration of the term of office set forth above during the Standstill Period (as defined below), and provided that at such time the Investor Group R▇▇▇▇▇ Parties beneficially owns own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least five percent the lesser of (i) 5.0%) % of the Company’s then then-outstanding Common Stock and (ii) 3,691,000 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stockadjustments), then the Investor Group R▇▇▇▇▇ Parties shall have the ability to recommend to the Board a substitute person. person to be a replacement director in accordance with this Section 1(B) (iiany such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall Board (such acceptance not to be unreasonably withheld, conditioned or delayed), (B) qualify as “independent” pursuant to The Nasdaq Stock Market LLC (“NASDAQ’s ”) listing standards and (C) have the relevant financial and business experience to fill be a director of the resulting vacancyCompany (a “Qualified Nominee”). The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such person is reasonably acceptable and Replacement Director meets the foregoing criteria within twenty five (205) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(I)(v) and (ii) representatives of the Board have conducted customary interview(s) of such director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(e1(B) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidatenominee, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) Upon acceptance of a replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after the R▇▇▇▇▇ Parties’ submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the R▇▇▇▇▇ Parties as the Replacement Director (such acceptance not to be unreasonably withheld, conditioned or delayed with respect to a Qualified Nominee), the R▇▇▇▇▇ Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendationrecommendation of such Replacement Director (it being acknowledged that the Board cannot unreasonably withhold its acceptance); provided, however, that if the Board does not elect appoint such replacement director candidate Replacement Director to the Board pursuant to this Section 1(e1(B), the Company and the Investor Group Parties shall continue to follow the procedures of this Section 1(e1(B) until a replacement director candidate Replacement Director is elected to the Board. Following the Subject to NASDAQ rules and applicable law, upon a Replacement Director’s appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board, the Board in accordance with this Section 1(e) and all applicable committees of the Board shall be appointed take all necessary actions to appoint such Replacement Director to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal removal. Subject to NASDAQ rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Investors shall cause Board, the other New Director will serve as an interim member of such replacement director applicable committee. Any Replacement Director designated pursuant to comply with the terms and conditions applicable to this Section 1(B) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the 2024 Annual Meeting shall stand for election at the 2024 Annual Meeting together with the other director nominees. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New Director for all purposes under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereof.

Replacements. (i) The Company agrees that if either From the date of this Agreement until the expiration of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above during the Standstill Extended Cooperation Period (as defined below), if the New Director is unable or unwilling to serve as a director, resigns as a director or is removed as a director and at such time so long as the Investor Engaged Group continuously beneficially owns in the aggregate at least five percent the lesser of (5.0%A) 4.9% of the Company’s then outstanding Common Stock Voting Securities (subject to adjustment for share issuances, stock splits, reclassifications, combinations as defined below) and similar actions by the Company that increase the number of outstanding (B) 1,632,768 shares of Common Stock), then the Investor Engaged Group shall have the ability to recommend a substitute personperson to replace the New Director in accordance with Section 1(b)(ii) (any such replacement director, a “Replacement Director”). (ii) Any substitute person recommended The appointment of any Replacement Director will be subject to (A) the execution and delivery by the Investor Group pursuant to Section 1(e)(isuch Replacement Director of (x) above shall be reasonably acceptable to the Nominating Committee and shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) business days after representatives of the Board have conducted interview(s) of such director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Investors agreeing to make any such person available for an in-person interview Company in connection with the appointment or election of new Board members and (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, (B) such Replacement Director satisfying the Director Criteria (as defined below), and (C) the Board determining such Replacement Director to be reasonably acceptable. The Nominating and Corporate Governance Committee and other representatives of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies within 10 Business Days (as determined defined below) after such candidate has submitted to the Company the documentation required by the Board. (iii) In the event that this Section 1(b)(ii). If the Nominating Committee does not accept a substitute person recommended by the Investor Engaged Group pursuant to Section 1(e)(i) aboveas a Replacement Director (it being acknowledged that the Nominating Committee cannot unreasonably withhold its approval), then the Investor Engaged Group shall will have the right to recommend an additional substitute person for consideration by person(s) whose appointment will be subject to the Nominating Committee recommending such person in accordance with the procedures described above. (iv) in this Section 1(b). Upon acceptance the recommendation of a replacement director candidate for Replacement Director by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take review and vote on the appointment of such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days 10 Business Days after the Nominating Committee’s recommendationrecommendation of such candidate; provided, however, that if the Board does not elect approve and appoint such replacement director candidate for Replacement Director to the Board pursuant to this Section 1(e(it being acknowledged that the Board cannot unreasonably withhold its approval), the Company and the Investor Group Parties shall continue to follow the procedures of described in this Section 1(e1(b)(ii) until a replacement director candidate Replacement Director is elected approved and appointed to the Board. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereof.

Replacements. If any New Director (ior any Replacement Director (as defined below)) The Company agrees that if either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated is unable or unwilling to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing and ceases to serve as be a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reasondirector, resigns as a director, or is removed as a director, or for any other reason fails to serve or is not serving as a director at any time prior to the end expiration of the term of office set forth above during the Standstill Period (as defined below), and at such time the Investor Group ▇▇▇▇▇▇▇ Value beneficially owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least five percent the lesser of (5.0%i) 3.0% of the Company’s then then-outstanding Common Stock and (ii) 256,773 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stockadjustments), then the Investor Group ▇▇▇▇▇▇▇ Value shall have the ability to recommend a substitute person. person to be a replacement director in accordance with this Section 1(c) (iiany such replacement nominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall Board, (B) qualify as “independent” pursuant to NASDAQapplicable national securities exchange listing standards, (C) complete a background check to confirm the Company’s listing standards eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial and business experience to fill be a director of the resulting vacancyCompany. The Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such person is reasonably acceptable and Replacement Director meets the foregoing criteria within twenty five (205) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(h)(v) and (ii) representatives of the Board have conducted customary interview(s) of such director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(e1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidatenominee, within twenty ten (2010) business days after the Investor Group▇▇▇▇▇▇▇ Value’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) nominee. In the event that the Nominating Committee does not accept a substitute person recommended by ▇▇▇▇▇▇▇ Value as the Investor Group pursuant to Section 1(e)(i) aboveReplacement Director, then the Investor Group ▇▇▇▇▇▇▇ Value shall have the right to recommend an additional substitute person for consideration by person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. (iv) . Upon acceptance the recommendation of a replacement director candidate Replacement Director nominee by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take vote on the appointment of such actions as to appoint such replacement director candidate Replacement Director to the Board no later than ten five (105) business days after the Nominating Committee’s recommendationrecommendation of such Replacement Director; provided, however, that if the Board does not elect appoint such replacement director candidate Replacement Director to the Board pursuant to this Section 1(e1(c), the Company and the Investor Group Parties shall continue to follow the procedures of this Section 1(e1(c) until a replacement director candidate Replacement Director is elected to the Board. Following the Subject to applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board, the Board in accordance with this Section 1(e) and all applicable committees of the Board shall be appointed take all necessary actions to appoint such Replacement Director to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal removal. Subject to applicable national securities exchange rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Investors shall cause Board, the other New Director will serve as an interim member of such replacement director applicable committee. Any Replacement Director designated pursuant to comply with the terms and conditions applicable to this Section 1(c) replacing a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in prior to the event the replacement director is found in the reasonable judgment mailing of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement Company’s definitive proxy statement for the 2022 Annual Meeting shall stand for election at the 2022 Annual Meeting together with the other director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofnominees.

Replacements. (i) The Company agrees that if either of if, during the New Directors Standstill Period, any Investor Group Designee (other than as a result of either (i) in accordance with the terms of or his or her replacement appointed pursuant to this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof1(g)) is unable to serve as a director for any reasondirector, resigns as a directorresigns, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below)above, and at such time the Investor Group beneficially owns in the aggregate at least five the lesser of (x) seven and one half percent (5.07.5%) of the Company’s then outstanding Common Stock and (y) 623,495 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations combinations, and similar actions by the Company that increase the number of outstanding shares of Common Stockadjustments), then the Investor Group shall have the ability to recommend a substitute person. (ii) Any , provided that any such substitute person so recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall qualify as “independent” pursuant to NASDAQunder NYSE’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) business days after representatives of the Board have conducted interview(s) of such director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Nomination Committee does not accept a substitute person so recommended by (it being acknowledged that the Investor Group pursuant to Section 1(e)(i) aboveNomination Committee cannot unreasonably withhold, condition, or delay its approval), then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) Nomination Committee. Upon acceptance of a replacement director candidate nominee by the Nominating Nomination Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall will take such actions as are necessary to appoint such replacement director candidate to the Board no later than ten (10) business days after the Nominating Nomination Committee’s recommendation; provided. Subject to NYSE rules and applicable law, howeverupon a replacement director’s appointment to the Board, that if the Board does not elect and all applicable committees of the Board shall take all necessary actions to appoint such replacement director candidate to the Board pursuant to this Section 1(e), the Company and the Investor Group shall continue to follow the procedures of this Section 1(e) until a replacement director candidate is elected to the Board. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and removal. Any replacement director designated pursuant to this Section 1(g) replacing an Investor Group Designee prior to the Investors mailing of the Company’s definitive proxy statement for the 2025 Annual Meeting or 2026 Annual Meeting shall cause stand for election at the 2025 Annual Meeting or 2026 Annual Meeting, as applicable, together with the other director nominees. Following the appointment of any replacement director in accordance with this Section 1(g), any reference to an Investor Group Designee in this Agreement shall be deemed to refer to such replacement director to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofdirector.

Replacements. If any New Director (ior any Replacement Director (as defined below)) The Company agrees that if either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated is unable or unwilling to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing and ceases to serve as be a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reasondirector, resigns as a director, or is removed as a director, or for any other reason fails to serve or is not serving as a director at any time prior to the end expiration of the term of office set forth above during the Standstill Period (as defined below), and at such time the Investor Group S▇▇▇▇▇▇ Value beneficially owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least five percent the lesser of (5.0%i) 3.0% of the Company’s then then-outstanding Common Stock and (ii) 256,773 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stockadjustments), then the Investor Group S▇▇▇▇▇▇ Value shall have the ability to recommend a substitute person. person to be a replacement director in accordance with this Section 1(c) (iiany such replacement nominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall Board, (B) qualify as “independent” pursuant to NASDAQapplicable national securities exchange listing standards, (C) complete a background check to confirm the Company’s listing standards eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial and business experience to fill be a director of the resulting vacancyCompany. The Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such person is reasonably acceptable and Replacement Director meets the foregoing criteria within twenty five (205) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(h)(v) and (ii) representatives of the Board have conducted customary interview(s) of such director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(e1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidatenominee, within twenty ten (2010) business days after the Investor GroupS▇▇▇▇▇▇ Value’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) nominee. In the event that the Nominating Committee does not accept a substitute person recommended by S▇▇▇▇▇▇ Value as the Investor Group pursuant to Section 1(e)(i) aboveReplacement Director, then the Investor Group S▇▇▇▇▇▇ Value shall have the right to recommend an additional substitute person for consideration by person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. (iv) . Upon acceptance the recommendation of a replacement director candidate Replacement Director nominee by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take vote on the appointment of such actions as to appoint such replacement director candidate Replacement Director to the Board no later than ten five (105) business days after the Nominating Committee’s recommendationrecommendation of such Replacement Director; provided, however, that if the Board does not elect appoint such replacement director candidate Replacement Director to the Board pursuant to this Section 1(e1(c), the Company and the Investor Group Parties shall continue to follow the procedures of this Section 1(e1(c) until a replacement director candidate Replacement Director is elected to the Board. Following the Subject to applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board, the Board in accordance with this Section 1(e) and all applicable committees of the Board shall be appointed take all necessary actions to appoint such Replacement Director to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal removal. Subject to applicable national securities exchange rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Investors shall cause Board, the other New Director will serve as an interim member of such replacement director applicable committee. Any Replacement Director designated pursuant to comply with the terms and conditions applicable to this Section 1(c) replacing a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in prior to the event the replacement director is found in the reasonable judgment mailing of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement Company’s definitive proxy statement for the 2022 Annual Meeting shall stand for election at the 2022 Annual Meeting together with the other director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofnominees.

Replacements. (i) The Company agrees that that, until the 2019 Annual Meeting, if either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders Messrs. ▇▇▇▇▇ or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is ▇▇▇▇▇ are unable to serve as a director directors for any reason, resigns resign as a director, or is are removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below)above, and at such time the Investor Group Stockholders beneficially owns own in the aggregate at least five percent (5.0%) 5% of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company (or third parties pursuant to a right existing on the date of this Agreement) that increase the number of outstanding shares of Common Stock), then the Investor Group Stockholders shall have the ability to recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and , which replacement director shall qualify as “independent” pursuant to NASDAQthe NYSE’s listing standards and standards, have the relevant financial and business experience to fill the resulting vacancy, and shall follow the requirements for a Background Check as set forth in Section 1(c) hereof for the New Directors. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) 10 business days after representatives of the Board have conducted interview(s) of such replacement director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within twenty (20) 10 business days after the Investor Group’s submission receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors Stockholders agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) . In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group Stockholders pursuant to this Section 1(e)(i) above1(f), then the Investor Group Company shall provide a written explanation to the Stockholders setting forth the reasons for the Nominating Committee’s rejection of the substitute person, and the Stockholders shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) . Upon acceptance of a replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) 10 business days after the Nominating Committee’s recommendation; , provided, however, that if the Board does not elect such replacement director candidate to the Board pursuant to this Section 1(e1(f), the Company and the Investor Group Stockholders shall continue to follow the procedures of this Section 1(e1(f) until a replacement director candidate is elected to the Board. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e1(f) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director will succeed to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment all of the Nominating Committee to be an Affiliate or Associate of any Investorrights and privileges of, such replacement director will be required to execute a document confirming that he or she and will be legally bound by the terms and conditions of applicable to, the New Directors under this Agreement applicable to any Affiliate or Associate Agreement. Following the appointment of any Investor including, but not limited to, director to replace either of Messrs. ▇▇▇▇▇ or ▇▇▇▇▇ in accordance with this Section 1(c1(f), Section 1(d), Section 2, Section 3 and Section 7(a) hereofany reference to “New Director” or “New Directors” herein shall be deemed to include such replacement director.

Replacements. (i) The Company agrees that that, during the Standstill Period, if either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is are unable to serve as a director directors for any reason, resigns resign as a director, or is are removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below)above, and at such time the Investor Group Stockholder beneficially owns in the aggregate at least five percent (5.0%) 1.5% of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Investor Group Stockholder shall have the ability to recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and , which replacement director shall qualify as “independent” pursuant to NASDAQthe NYSE’s listing standards and standards, have the relevant financial and business experience to fill the resulting vacancy, and shall follow the requirements for a Background Check as set forth in Section 1(c) hereof for the New Directors. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) 10 business days after representatives of the Board have conducted interview(s) of such replacement director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e1(g) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within twenty (20) 10 business days after the Investor Group’s submission receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors Stockholder agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) . In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group Stockholder pursuant to this Section 1(e)(i) above1(g), then the Investor Group Stockholder shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) . Upon acceptance of a replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) 10 business days after the Nominating Committee’s recommendation; , provided, however, that if the Board does not elect such replacement director candidate to the Board pursuant to this Section 1(e1(g), the Company and the Investor Group Stockholder shall continue to follow the procedures of this Section 1(e1(g) until a replacement director candidate is elected to the Board. Following the appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e1(g) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director will succeed to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment all of the Nominating Committee to be an Affiliate or Associate of any Investorrights and privileges of, such replacement director will be required to execute a document confirming that he or she and will be legally bound by the terms and conditions of applicable to, the New Directors under this Agreement applicable to any Affiliate or Associate Agreement. Following the appointment of any Investor including, but not limited to, director to replace the New Directors in accordance with this Section 1(c1(g), Section 1(d), Section 2, Section 3 and Section 7(a) hereofany reference to “New Director” or “New Directors” herein shall be deemed to include such replacement director.

Replacements. (i) The Company agrees that that, during the Standstill Period (as defined below), if either any of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below)office, and at such time the Investor Group beneficially owns in the aggregate at least five three percent (5.03.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Company and the Investor Group shall have work together in good faith to identify and select a replacement director candidate to be appointed to the ability Board which shall only be appointed to recommend a substitute person. (ii) Any substitute person recommended the Board after having been mutually agreed upon by both the Company and the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and Group. Any such mutually agreed upon replacement director candidate shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. The Nominating Committee Each of the Investor Group and the Company shall make determine, and inform the other party of its determination and recommendation regarding determination, whether such person any proposed replacement director candidate is reasonably acceptable and meets the foregoing criteria criteria, within twenty ten (2010) business days after representatives of the Board have such party has conducted interview(s) of such proposed replacement director candidate. The Each of the Company and the Investor Group shall use its their respective reasonable best efforts to cause any interview(s) contemplated by this Section 1(e1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within twenty ten (2010) business days after the Investor Group’s submission receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) questionnaire. Upon acceptance of a replacement director candidate by both the Nominating Committee, Company and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit AInvestor Group, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after the Nominating Committee’s recommendation; provided, however, both parties have confirmed in writing that if the Board does not elect they have mutually agreed upon such replacement director candidate to the Board pursuant to this Section 1(e), the Company and the Investor Group shall continue to follow the procedures of this Section 1(e) until a replacement director candidate is elected to the Boardcandidate. Following the appointment of any director to replace a New Director in accordance with this Section 1(e1(f), any reference to New Director Directors herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereof.

Replacements. (i) The Company agrees that Until the Expiration Date, if either any of Messrs. ▇▇▇▇▇▇▇ or DeVeydt or the Additional New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated Independent Director becomes unable to serve or fulfill his or her duties as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above during the Standstill Period (as defined below), and at such time the Investor Group beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Investor Group shall have the ability to recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above Stockholder shall be reasonably acceptable entitled to propose another individual for appointment to the Nominating Committee and shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancyBoard in writing. The Nominating Committee shall make its determination and recommendation regarding whether such person is reasonably acceptable and meets the foregoing criteria within twenty (20) business days after representatives of the Board have conducted interview(s) of such director candidate. The Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend approve any such replacement director, such approval not to be unreasonably withheld (provided that, if the Board determines that any such replacement director would not be an additional substitute person for consideration by “independent director” under Section 303A.02 of the Nominating Committee in accordance New York Stock Exchange Listed Company Manual (the “NYSE Manual”) or would not comply with the procedures described above. Company’s Corporate Governance Guidelines (iv) Upon acceptance the “Guidelines”), the Board’s disapproval of such replacement director shall be reasonable). If the Board does not approve any such proposed replacement director, Stockholder shall have the right to continue proposing replacement directors until a replacement director candidate is approved by the Nominating CommitteeBoard, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, at which time the Board shall take such all necessary actions as to appoint cause such replacement director candidate to be appointed to the Board and to each committee of which the replaced director had been a member. The Board shall express its approval or disapproval of any proposed replacement director to Stockholder no later than ten (10) business days after following such proposal. In the Nominating Committee’s recommendation; provided, however, event that if the Board does not elect fails to express its approval or disapproval of any proposed replacement director to Stockholder in writing within ten (10) days following such proposal, such proposed replacement director shall be deemed approved by the Board and the Board shall promptly take all necessary actions to cause such replacement director candidate to be appointed to the Board pursuant and to this Section 1(e)each committee of which the replaced director had been a member. If either Messrs. ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ becomes unable to serve or fulfill his duties as a director of the Company, the Company and the Investor Group shall continue to follow the procedures of this Section 1(e) until Board may choose a replacement director candidate is elected in its sole discretion. The references in this Agreement to Messrs. ▇▇▇▇▇▇▇ or DeVeydt or the Board. Following the appointment of any director to replace a Additional New Independent Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such any replacement director. (v) Any replacement director appointed directors thereof. Notwithstanding anything to the Board contrary in accordance with this Section 1(e) Agreement, the Company shall not be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director obligated to comply with any of the terms and conditions applicable requirements in this Section 1(g) if Stockholder, together with its Affiliates, fails to a New Director under this Agreementhave aggregate economic exposure to at least 6,500,000 of the shares of Common Stock outstanding at such time as equitably adjusted for any business combinations, includingstock splits, but not limited toreverse stock splits, Section 1(c) and Section 1(d) hereof; providedrecapitalizations, howeverreorganizations or similar actions. Prior to the Expiration Date, that Stockholder agrees to promptly notify the Company in writing in the event that, at any time, it, together with its Affiliates, do not satisfy the replacement director is found threshold set forth in the reasonable judgment of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c1(g), Section 1(d), Section 2, Section 3 and Section 7(a) hereof.

Replacements. (i) The Company agrees that if either of If the New Directors Director (other than or any Replacement Director (as a result of either (idefined below)) in accordance with the terms of this Agreement, not being nominated is unable or unwilling to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing and ceases to serve as be a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reasondirector, resigns as a director, or is removed as a director, or for any other reason fails to serve or is not serving as a director at any time prior to the end expiration of the term of office set forth above during the Standstill Period (as defined below), and at such time ▇▇▇▇▇▇▇ Value satisfies the Investor Group beneficially owns in the aggregate at least five percent (5.0%) of the Company’s then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock)Minimum Ownership Threshold, then the Investor Group ▇▇▇▇▇▇▇ Value shall have the ability to recommend a substitute person. person to be a replacement director in accordance with this Section 1(c) (iiany such replacement nominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be reasonably acceptable to the Nominating Committee and shall Board, (B) qualify as “independent” pursuant to NASDAQapplicable national securities exchange listing standards, (C) complete a background check to confirm the Company’s listing standards eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial and business experience to fill be a director of the resulting vacancyCompany. The Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such person is reasonably acceptable and Replacement Director meets the foregoing criteria within twenty five (205) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(h)(iv) and (ii) representatives of the Board have conducted customary interview(s) of such director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(e1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed director candidatenominee, within twenty ten (2010) business days after the Investor Group▇▇▇▇▇▇▇ Value’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) nominee. In the event that the Nominating Committee does not accept a substitute person recommended by ▇▇▇▇▇▇▇ Value as the Investor Group pursuant to Section 1(e)(i) aboveReplacement Director, then the Investor Group ▇▇▇▇▇▇▇ Value shall have the right to recommend an additional substitute person for consideration by person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. (iv) . Upon acceptance the recommendation of a replacement director candidate Replacement Director nominee by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take vote on the appointment of such actions as to appoint such replacement director candidate Replacement Director to the Board no later than ten five (105) business days after the Nominating Committee’s recommendationrecommendation of such Replacement Director; provided, however, that if the Board does not elect appoint such replacement director candidate Replacement Director to the Board pursuant to this Section 1(e1(c), the Company and the Investor Group Parties shall continue to follow the procedures of this Section 1(e1(c) until a replacement director candidate Replacement Director is elected to the Board. Following the Subject to applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment of any director to replace a New Director in accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board, the Board in accordance with this Section 1(e) and all applicable committees of the Board shall be appointed take all necessary actions to appoint such Replacement Director to any applicable committees committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal and the Investors shall cause such replacement director removal. Any Replacement Director designated pursuant to comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in replacing the event New Director prior to the replacement director is found in the reasonable judgment mailing of the Nominating Committee to be an Affiliate or Associate of any Investor, such replacement Company’s definitive proxy statement for the 2023 Annual Meeting shall stand for election at the 2023 Annual Meeting together with the other director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereofnominees.