Common use of Replacements Clause in Contracts

Replacements. The Company agrees that, during the Standstill Period (as defined below), if the New Director (or any 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, 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 replacement director candidate to be appointed to the Board, which replacement director candidate shall (i) qualify as “independent” pursuant to NASDAQ’s listing standards, (ii) have the relevant 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 Board shall determine, and inform the Investor Group, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after the Board has conducted interview(s) of such proposed replacement director candidate. The Board shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire. Upon acceptance of a replacement director candidate by the Board, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days thereafter. Any replacement director appointed to the Board in accordance with this Section 1(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. Following the appointment of any director to replace the New Director in accordance with this Section 1(f), any reference to New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees that, during the Standstill Period (as defined below), that if the New Director (is, other than as a result of not being nominated for election at the 2017 Annual Meeting or any replacement directorceasing to serve as a director under the circumstances contemplated by Section 1(d) is hereof, 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, and at such time above during the Investor Group beneficially owns in the aggregate at least five percent Standstill Period (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 Stockas defined below), then the Investor Group shall have the ability to identify and recommend a replacement director candidate to substitute person, provided that any such substitute person so recommended shall be appointed reasonably acceptable to the Board, which replacement director candidate Nominating Committee after exercising its fiduciary duties in good faith and shall (i) qualify as “independent” pursuant to NASDAQ’s listing standards, (ii) standards and have the relevant financial, industry financial 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 Board Nominating Committee shall determine, make its determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate such person is acceptable and meets the foregoing criteria, criteria within ten twenty (1020) business days after representatives of the Board has have conducted customary in-person interview(s) of such proposed replacement director candidatecandidate (such determination not to be unreasonably withheld). The Board Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(f) to be conducted section as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten twenty (1020) business days after the receipt 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 questionnairequestionnaire and the Investors agreeing to make any such person available for a customary in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. In the event that the Nominating Committee does not accept a substitute person so 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. Upon acceptance of a replacement director candidate by the BoardNominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and is deemed 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, or any Investor or the New Director is otherwise found by a court of competent jurisdiction to have violated Section 3 hereof during the Standstill 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 thereafterafter 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. Any replacement director appointed to the Board in accordance with this Section 1(f1(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. Following removal and will succeed to all of the appointment of any director to replace rights and privileges of, and will be legally bound by the terms and conditions applicable to, the New Director under this Agreement and, prior to being appointed to the Board, the replacement director candidate will be required to execute a document confirming that he or she will be so legally bound in accordance with 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 Section 1(f)Agreement. Notwithstanding the foregoing, in the event the replacement director is found by the Nominating Committee, acting in good faith and in exercise of its fiduciary duty, to be an Affiliate or Associate of any reference 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 such affiliated replacement director additionally will be legally bound by Sections 3, 4, and 7(a) hereof. Thereafter, the term “New Director Director” as used herein shall be deemed to include refer to such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees thatIf, during from the date hereof until the expiration of the Standstill Period (as defined below)Period, if either of the New Director (or any replacement director) Directors is unable or unwilling to serve as a an 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 aboveproviso 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 right to identify propose and recommend the Board agrees to expeditiously appoint a replacement director candidate to be appointed to the Board(a “Replacement”) with relevant financial and business experience, which replacement director candidate shall (i) qualify who qualifies as “independent” pursuant to NASDAQNYSE’s listing standards, the SEC rules and regulations and who is not an officer, director, employee or Affiliate (iias defined below) have the relevant financial, industry of any Investor 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 Board shall determine, and inform who does not receive compensation from the Investor Group, whether any proposed replacement director candidate whose qualifications are substantially similar to the New Director who is acceptable being replaced and meets who have been approved by the foregoing criteria, within ten (10) business days after the Board has conducted interview(s) of such proposed replacement director candidate. The Board shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability Nominating and Governance Committee of the proposed replacement director candidateBoard, within ten (10) business days after the receipt of such director candidate’s credentialsexercising its good faith customary due diligence process and fiduciary duties, including, but not limited towithout limitation, a completed copy review of a director and officer questionnaire executed by the Replacement, 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 standard director and officer questionnairepublic 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. Upon acceptance of a replacement director candidate by the Board, the Board shall take such actions as to appoint such replacement director candidate Subject to the Board no later than ten written mutual agreement of the Company and the Investor Group, not to be unreasonably withheld or delayed, such Replacement shall be deemed to be a “New Director” for purposes hereof (10) business days thereafterit being understood that the Company and the Investor Group shall work together in good faith to mutually agree upon a Replacement meeting the standards described above). Any replacement director Replacement appointed to the Board in accordance with this Section 1(f1(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. Following the appointment of any director to replace the New Director in accordance with this Section 1(f), any reference to New Director herein shall be deemed to include such replacement director. In the event the Nominating and Governance Committee of the Board does determines in good faith not accept the to appoint any replacement director candidate recommended proposed by the Investor Group, the parties Investor Group shall have the right to propose additional replacement directors for consideration, and the provisions of this Section 1(d) shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Boardapply.

Replacements. (i) The Company agrees that, during the Standstill Period (as defined below), that if either of the New Director 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 any replacement directorspecial 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 aboveabove 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 identify and recommend a replacement director candidate substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall be appointed reasonably acceptable to the Board, which replacement director candidate Nominating Committee and shall (i) qualify as “independent” pursuant to NASDAQ’s listing standards, (ii) standards and have the relevant financial, industry financial 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 Board Nominating Committee shall determine, make its determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate such person is reasonably acceptable and meets the foregoing criteria, criteria within ten twenty (1020) business days after representatives of the Board has have conducted interview(s) of such proposed replacement director candidate. The Board Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten twenty (1020) business days after the receipt 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. 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 thereafterafter 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(f1(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. Following removal and the appointment of any Investors shall cause such replacement director to replace 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 accordance with this Section 1(f), any reference to New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended 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 Investor Group, the parties shall continue to follow the procedures terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(f1(c), Section 1(d), Section 2, Section 3 and Section 7(a) until a replacement director candidate is elected to the Boardhereof.

Replacements. The Company agrees that, during the Standstill Period (as defined below), if any of the New Director (or any replacement director) Directors 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, 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 the ability work together in good faith to identify and recommend select a replacement director candidate to be appointed to the Board, Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company and the Investor Group. Any such mutually agreed upon replacement director candidate shall (i) qualify as “independent” pursuant to NASDAQ’s listing standards, (ii) standards and have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iii) be independent . Each 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 Board shall determine, and inform the Investor Groupother party of its determination, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after the Board such party has conducted interview(s) of such proposed replacement director candidate. The Board 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(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire. Upon acceptance of a replacement director candidate by both the BoardCompany and the Investor Group, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days thereafterafter both parties have confirmed in writing that they have mutually agreed upon such candidate. Any replacement director appointed to the Board in accordance with this Section 1(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 removalremoval and will succeed to all of the rights and privileges of, and will be legally bound by the terms and conditions applicable to, the New Directors under this Agreement. Following the appointment of any director to replace the a New Director in accordance with this Section 1(f), any reference to New Director Directors herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees thatIf any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, during resigns as a director, 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 expiration of the Standstill Period (as defined below), if the New Director (or any 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, 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 identify and recommend to the Board within 5 business days of such Vacancy a person to be a replacement director candidate to be in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, which replacement director candidate shall be referred to as a “Replacement Director”). Any Replacement Director must (iA) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to NASDAQ’s New York Stock Exchange (“NYSE”) listing standards, standards and (iiC) have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iii) be independent a director of the Investor Group and Company (iv) be no less qualified to serve as an independent director at the Company than the director he or she is replacing.. a “Qualified Nominee”). The replacement director candidate shall be subject to the approval Nominating/Governance Committee of the Board after exercising (the “Nominating Committee”) shall make its fiduciary duties in good faith. The Board shall determine, determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate is acceptable and such Replacement Director meets the foregoing criteria, criteria within ten five (105) 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 has have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Board Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(f1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidatenominee, within ten (10) business days after the receipt ▇▇▇▇▇▇ Parties’ submission of such director candidate’s credentialsnominee. 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), including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire▇▇▇▇▇▇ 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 acceptance the recommendation of a replacement director candidate Replacement Director nominee by the BoardNominating Committee, 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 thereafter. Any replacement director appointed after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board in accordance with pursuant to this Section 1(f1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board 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. Following Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the appointment of any director to replace Board, the other New Director in accordance with will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(f), any reference to 1(c) replacing a New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected prior to the Boardmailing of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nominees.

Replacements. The Company agrees thatIf, during from the date hereof until the expiration of the Standstill Period (as defined below)Period, if either of the New Director (or any replacement director) Directors is unable or unwilling to serve as a an independent 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, 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 right to identify and recommend a replacement director candidate to be appointed to the Board(a “Replacement”) with relevant financial and business experience, which replacement director candidate shall (i) qualify who qualifies as “independent” pursuant to NASDAQ’s listing standards, who is not an officer, director, employee or Affiliate (iias defined below) have the relevant financial, industry of any Investor 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 Board shall determine, and inform who does not receive compensation from the Investor Group, whether any proposed replacement director candidate who satisfies Company policies applicable to all directors, and who is reasonably acceptable to the Nominating Committee and meets the foregoing criteriaBoard, within ten (10such acceptance not to be unreasonably withheld, conditioned or delayed; provided, that the Investor Group’s right to propose a Replacement pursuant to this Section 1(c) business days after shall terminate when the Board has conducted interview(s) Investor Group ceases to beneficially own, in the aggregate, at least 1.5% of such proposed replacement director candidatethe outstanding Common Stock as of the date hereof. The Board shall use its reasonable best efforts efforts, in good faith and consistent with its fiduciary duties, to cause approve or deny any interview(s) contemplated candidate for a Replacement within 10 business days of being identified by this Section 1(f) the Investor Group and, upon approval of the Replacement (such approval not to be conducted as promptly as practicableunreasonably withheld, conditioned or delayed), to promptly, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten no later than five (105) business days after from such approval, appoint the receipt of such director candidate’s credentials, including, but not limited to, a completed copy Replacement to the Board (and applicable committee or committees of the Company’s standard director Board). In the event that the Board declines to approve a candidate as a Replacement, then the Investor Group may propose one or more additional candidates to be the Replacement and officer questionnairethe process described in this Section 1(c) will continue until a Replacement is approved by the Board. Upon acceptance becoming a member of a replacement director candidate by the Board, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days thereafter. Any replacement director appointed to the Board in accordance with this Section 1(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. Following the appointment of any director to replace the New Director in accordance with this Section 1(f), any reference to New Director herein shall Replacement will be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures be a New Director for all purposes of this Section 1(f) until a replacement director candidate is elected to the BoardAgreement.

Replacements. The Company agrees that, during until the Standstill Period (as defined below)2019 Annual Meeting, if the New Director (either of Messrs. ▇▇▇▇▇ or any replacement director) 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, 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 identify and recommend a replacement director candidate to be appointed to the Boardsubstitute person, which replacement director candidate shall (i) qualify as “independent” pursuant to NASDAQthe NYSE’s listing standards, (ii) have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iiiand shall follow the requirements for a Background Check as set forth in Section 1(c) be independent of hereof for 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 faithNew Directors. The Board Nominating Committee shall determine, make its determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate such person is reasonably acceptable and meets the foregoing criteria, criteria within ten (10) 10 business days after representatives of the Board has have conducted interview(s) of such proposed replacement director candidate. The Board Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) 10 business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnairequestionnaire and the Stockholders agreeing to make any such person available for an interview with the Nominating Committee and other representatives of the Board as determined by the Board. In the event that the Nominating Committee does not accept a substitute person recommended by the Stockholders pursuant to this Section 1(f), then the 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. Upon acceptance of a replacement director candidate by the BoardNominating Committee, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) 10 business days thereafterafter 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(f), the Company and the Stockholders shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board. Any replacement director appointed to the Board in accordance with this Section 1(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 removalremoval and will succeed to all of the rights and privileges of, and will be legally bound by the terms and conditions applicable to, the New Directors under this Agreement. Following the appointment of any director to replace the New Director either of Messrs. ▇▇▇▇▇ or ▇▇▇▇▇ in accordance with this Section 1(f), any reference to “New Director Director” or “New Directors” herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees that: (i) if ▇▇. ▇▇▇▇▇▇ is unable to serve as a director, during resigns as a director or is removed as a director prior to the expiration of the Standstill Period (as defined below), if the New Director (or any 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, and at such time the Investor Group Investors beneficially owns in the aggregate own at least five percent the lesser of (5.0%i) 1.0% of the Company’s then outstanding Common Stock and (ii) 299,140 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 adjustments), shares of Common Stock)the Company’s common stock, then the Investor Group Investors shall have the ability to identify and recommend a replacement director candidate to be appointed substitute person for nomination to the Board, which replacement director candidate shall (i) ; provided that any such person must qualify as “independent” pursuant to NASDAQ’s New York Stock Exchange listing standards, (ii) and have the relevant financial, industry comparable financial and business experience to fill ▇▇. ▇▇▇▇▇▇. In the resulting vacancy, (iii) be independent event the Corporate Governance and Nominating Committee of the Investor Group Board does not accept a substitute person recommended by the Investors, the Investors will have the right to recommend an additional substitute person (which person shall qualify as “independent” pursuant to New York Stock Exchange listing standards, and have comparable financial and business experience to ▇▇. ▇▇▇▇▇▇) for consideration by the Corporate Governance and Nominating Committee until a replacement director is appointed or elected to the Board. Upon the acceptance of a replacement director nominee by the Corporate Governance and Nominating Committee, the Board will take prompt action to appoint such replacement director to the Board and to consider such replacement director for appointment to at least one committee of the Board; and (ivii) be no less qualified if ▇▇. ▇▇▇▇▇▇▇ is unable to serve as a Board observer prior to the expiration of the Observer Period, then the Investors shall have the ability to recommend a substitute person to replace ▇▇. ▇▇▇▇▇▇▇ as an independent director at Observer for the Company than remainder of the director he or she is replacing.. The Observer Period; provided that the appointment of any such replacement director candidate observer shall be subject to the approval of the Board after exercising its fiduciary duties in good faith. The Board shall determine, and inform the Investor Group, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after the Board has conducted interview(s) of such proposed replacement director candidate. The Board shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire. Upon acceptance of a replacement director candidate by the Board, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days thereafter. Any replacement director appointed to the Board in accordance with this Section 1(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. Following the appointment of any director to replace the New Director in accordance with this Section 1(f), any reference to New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees thatIf any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, during resigns as a director, 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 expiration of the Standstill Period (as defined below), if the New Director (or any 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, 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 identify and recommend a person to be a replacement director candidate to be in accordance with this Section 1(c) (any such replacement nominee, when appointed to the Board, which replacement director candidate shall be referred to as a “Replacement Director”). Any Replacement Director must (iA) be reasonably acceptable to the Board, (B) qualify as “independent” pursuant to NASDAQ’s applicable national securities exchange listing standards, (iiC) complete a background check to confirm the Company’s eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iii) be independent a director of the Investor Group Company. The Nominating 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 Governance Committee of the Board after exercising (the “Nominating Committee”) shall make its fiduciary duties in good faith. The Board shall determine, determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate is acceptable and such Replacement Director meets the foregoing criteria, criteria within ten five (105) 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 has have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Board Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(f1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidatenominee, within ten (10) business days after the receipt S▇▇▇▇▇▇ Value’s submission of such director candidate’s credentialsnominee. In the event the Nominating Committee does not accept a person recommended by S▇▇▇▇▇▇ Value as the Replacement Director, including, but not limited to, a completed copy of S▇▇▇▇▇▇ Value shall have the Company’s standard director and officer questionnaireright 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 acceptance the recommendation of a replacement director candidate Replacement Director nominee by the BoardNominating Committee, 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 thereafter. Any replacement director appointed after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board in accordance with pursuant to this Section 1(f1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board 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. Following 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 appointment of any director to replace Board, the other New Director in accordance with will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(f), any reference to 1(c) replacing a New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected prior to the Boardmailing of the Company’s definitive proxy statement for the 2022 Annual Meeting shall stand for election at the 2022 Annual Meeting together with the other director nominees.

Replacements. The Company agrees thatIf, during from the date hereof until the expiration of the Standstill Period (as defined below)Period, if either of the New Director (or any replacement director) Directors is unable or unwilling to serve as a an independent 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, 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 right to identify and recommend propose a replacement director candidate to be appointed to the Board(a “Replacement”) with relevant financial and business experience, which replacement director candidate shall (i) qualify who qualifies as “independent” pursuant to NASDAQ’s listing standards, who is not an officer, director, employee or Affiliate (iias defined below) have the relevant financial, industry of any Investor 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 Board shall determine, and inform who does not receive compensation from the Investor Group, whether any proposed replacement director candidate and whose qualifications are substantially similar to the New Director who is acceptable being replaced (and meets who satisfies Company policies applicable to all directors); provided, that the foregoing criteriaInvestor Group’s right to propose a Replacement pursuant to this Section 1(d) shall terminate with respect to one New Director when the Investor Group ceases to beneficially own, within ten in the aggregate, at least five percent (10) business days after the Board has conducted interview(s5.0%) of such proposed replacement director candidatethe outstanding Common Stock as of the date hereof, and shall terminate with respect to both New Directors when the Investor Group ceases to beneficially own, in the aggregate, at least three percent (3.0%) of the outstanding Common Stock as of the date hereof. The Board shall use its reasonable best efforts Subject to cause any interview(s) contemplated by this Section 1(f) the written mutual agreement of the Company and the Investor Group, not to be conducted as promptly as practicableunreasonably withheld or delayed, but such Replacement shall be deemed to be a “New Director” for purposes hereof (it being understood that the Company and the Investor Group shall work together in any case, assuming reasonable availability of good faith to mutually agree upon a Replacement meeting the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire. Upon acceptance of a replacement director candidate by the Board, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days thereafterstandards described above). Any replacement director Replacement appointed to the Board in accordance with this Section 1(f1(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. Following the appointment of any director to replace the New Director in accordance with this Section 1(f), any reference to New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees thatthat if, during the Standstill Period (as defined below)Period, if the New Director any Investor Group Designee (or any his or her replacement directorappointed pursuant to this Section 1(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, 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 identify and recommend a replacement director candidate to be appointed to the Boardsubstitute person, which replacement director candidate provided that any such substitute person so recommended shall (i) qualify as “independent” pursuant to NASDAQunder NYSE’s listing standards, (ii) standards and have the relevant financial, industry financial and business experience to fill the resulting vacancy. In the event that the Nomination Committee does not accept a substitute person so recommended (it being acknowledged that the Nomination Committee cannot unreasonably withhold, (iii) be independent of condition, or delay its approval), then the Investor Group and (iv) be no less qualified shall have the right to serve as recommend an independent director at additional substitute person for consideration by 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 Board shall determine, and inform the Investor Group, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after the Board has conducted interview(s) of such proposed replacement director candidate. The Board shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaireNomination Committee. Upon acceptance of a replacement director candidate nominee by the BoardNomination Committee, 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 thereafterafter the Nomination Committee’s recommendation. Any Subject to NYSE rules and applicable law, upon a replacement director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such replacement director appointed to the Board in accordance with this Section 1(f) 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. Any replacement director designated pursuant to this Section 1(g) replacing an Investor Group Designee prior to the mailing of the Company’s definitive proxy statement for the 2025 Annual Meeting or 2026 Annual Meeting shall 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 to replace the New Director in accordance with this Section 1(f1(g), any reference to New Director herein an Investor Group Designee in this Agreement shall be deemed to include refer to such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees that, during the Standstill Period (as defined below)Period, if the New Director (or any replacement director) is Directors 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, 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 identify and recommend a replacement director candidate to be appointed to the Boardsubstitute person, which replacement director candidate shall (i) qualify as “independent” pursuant to NASDAQthe NYSE’s listing standards, (ii) have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iiiand shall follow the requirements for a Background Check as set forth in Section 1(c) be independent of hereof for 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 faithNew Directors. The Board Nominating Committee shall determine, make its determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate such person is reasonably acceptable and meets the foregoing criteria, criteria within ten (10) 10 business days after representatives of the Board has have conducted interview(s) of such proposed replacement director candidate. The Board Company shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f1(g) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) 10 business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnairequestionnaire and the Stockholder agreeing to make any such person available for an interview with the Nominating Committee and other representatives of the Board as determined by the Board. In the event that the Nominating Committee does not accept a substitute person recommended by the Stockholder pursuant to this Section 1(g), then the Stockholder shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. Upon acceptance of a replacement director candidate by the BoardNominating Committee, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) 10 business days thereafterafter 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(g), the Company and the Stockholder shall continue to follow the procedures of this Section 1(g) until a replacement director candidate is elected to the Board. Any replacement director appointed to the Board in accordance with this Section 1(f1(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 removalremoval and will succeed to all of the rights and privileges of, and will be legally bound by the terms and conditions applicable to, the New Directors under this Agreement. Following the appointment of any director to replace the New Director Directors in accordance with this Section 1(f1(g), any reference to “New Director Director” or “New Directors” herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees thatIf any New Director is unable or unwilling to serve as a director and ceases to be a director, during resigns as a director, 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 expiration of the Standstill Period (as defined below), if the New Director (or any 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, 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 identify and recommend to the Board a person to be a replacement director candidate to be in accordance with this Section 1(B) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, which replacement director candidate shall be referred to as a “Replacement Director”). Any Replacement Director must (iA) be reasonably acceptable to the 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, standards and (iiC) have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iii) be independent a director of the Investor Group Company (a “Qualified Nominee”). The Nominating 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 Corporate Governance Committee of the Board after exercising (the “Nominating Committee”) shall make its fiduciary duties in good faith. The Board shall determine, determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate is acceptable and such Replacement Director meets the foregoing criteria, criteria within ten five (105) 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 has have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Board Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(f1(B) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidatenominee, within ten (10) business days after the receipt R▇▇▇▇▇ Parties’ submission of such director candidate’s credentialsnominee. 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, includingconditioned or delayed with respect to a Qualified Nominee), but not limited to, a completed copy of the Company’s standard director and officer questionnaireR▇▇▇▇▇ 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 acceptance the recommendation of a replacement director candidate Replacement Director nominee by the BoardNominating Committee, 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 thereafter. Any replacement director appointed after the Nominating Committee’s recommendation of such Replacement Director (it being acknowledged that the Board cannot unreasonably withhold its acceptance); provided, however, that if the Board does not appoint such Replacement Director to the Board in accordance with pursuant to this Section 1(f1(B), the Parties shall continue to follow the procedures of this Section 1(B) until a Replacement Director is elected to the Board. Subject to NASDAQ rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board 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. Following Subject to NASDAQ rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the appointment of any director to replace Board, the other New Director in accordance with will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(f), any reference to 1(B) replacing a New Director herein 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 include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of be a New Director for all purposes under this Section 1(f) until a replacement director candidate is elected to the BoardAgreement.

Replacements. The Company agrees that, during the Standstill Period (as defined below), if any of the New Director (or any replacement director) Directors 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 aboveoffice, 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 the ability work together in good faith to identify and recommend select a replacement director candidate to be appointed to the Board, Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company and the Investor Group. Any such mutually agreed upon replacement director candidate shall (i) qualify as “independent” pursuant to NASDAQ’s listing standards, (ii) standards and have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iii) be independent . Each 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 Board shall determine, and inform the Investor Groupother party of its determination, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after the Board such party has conducted interview(s) of such proposed replacement director candidate. The Board 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(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire. Upon acceptance of a replacement director candidate by both the BoardCompany and the Investor Group, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days thereafter. Any replacement director appointed to the Board after both parties have confirmed in accordance with this Section 1(f) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to writing that they have mutually agreed upon such director’s resignation or removalcandidate. Following the appointment of any director to replace the a New Director in accordance with this Section 1(f), any reference to New Director Directors herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees thatIf any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, during resigns as a director, 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 expiration of the Standstill Period (as defined below), if the New Director (or any 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, 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 identify and recommend a person to be a replacement director candidate to be in accordance with this Section 1(c) (any such replacement nominee, when appointed to the Board, which replacement director candidate shall be referred to as a “Replacement Director”). Any Replacement Director must (iA) be reasonably acceptable to the Board, (B) qualify as “independent” pursuant to NASDAQ’s applicable national securities exchange listing standards, (iiC) complete a background check to confirm the Company’s eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iii) be independent a director of the Investor Group Company. The Nominating 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 Governance Committee of the Board after exercising (the “Nominating Committee”) shall make its fiduciary duties in good faith. The Board shall determine, determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate is acceptable and such Replacement Director meets the foregoing criteria, criteria within ten five (105) 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 has have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Board Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(f1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidatenominee, within ten (10) business days after the receipt ▇▇▇▇▇▇▇ Value’s submission of such director candidate’s credentialsnominee. In the event the Nominating Committee does not accept a person recommended by ▇▇▇▇▇▇▇ Value as the Replacement Director, including, but not limited to, a completed copy of ▇▇▇▇▇▇▇ Value shall have the Company’s standard director and officer questionnaireright 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 acceptance the recommendation of a replacement director candidate Replacement Director nominee by the BoardNominating Committee, 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 thereafter. Any replacement director appointed after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board in accordance with pursuant to this Section 1(f1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board 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. Following 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 appointment of any director to replace Board, the other New Director in accordance with will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(f), any reference to 1(c) replacing a New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected prior to the Boardmailing of the Company’s definitive proxy statement for the 2022 Annual Meeting shall stand for election at the 2022 Annual Meeting together with the other director nominees.

Replacements. The Company agrees thatthat if, during the Standstill Period (as defined below), if the New Director (or any his replacement directorappointed pursuant to this Section 1(d)) 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 aboveabove (other than on account of (i) the failure of such New Director to be elected or re-elected by the shareholders at an annual meeting of the Company’s shareholders or a special meeting of shareholders held in lieu thereof, or (ii) in accordance with the terms of this Agreement, such New Director not being nominated to serve as a director at an annual meeting of the Company’s shareholders or a special meeting of shareholders held in lieu thereof), and at such time the Investor Group beneficially owns in the aggregate at least five the lesser of (x) six and one-half percent (5.06.5%) of the Company’s then outstanding Common Stock and (y) 719,950 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 identify and recommend a replacement director candidate to be appointed to the Boardsubstitute person, which replacement director candidate provided that any such substitute person so recommended shall (i) qualify as “independent” pursuant to NASDAQNasdaq’s listing standards, (ii) standards and have the relevant financial, industry financial and business experience to fill the resulting vacancy. In the event that the Nomination Committee does not accept a substitute person so recommended (it being acknowledged that the Nomination Committee cannot unreasonably withhold, (iii) be independent of condition, or delay its approval), then the Investor Group and (iv) be no less qualified shall have the right to serve as recommend an independent director at additional substitute person for consideration by 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 Board shall determine, and inform the Investor Group, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after the Board has conducted interview(s) of such proposed replacement director candidate. The Board shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaireNomination Committee. Upon acceptance of a replacement director candidate nominee by the BoardNomination Committee, 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 thereafter. Any replacement director appointed to after the Board in accordance with this Section 1(f) shall be appointed to any applicable committees of the Board of which the replaced director was a member immediately prior to such directorNomination Committee’s resignation or removalrecommendation. Following the appointment of any replacement director to replace the New Director in accordance with this Section 1(f1(d), any reference to the New Director herein in this Agreement shall be deemed to include refer to such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees thatIf the New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, during resigns as a director, 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 expiration of the Standstill Period (as defined below), if the New Director (or any 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, 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 identify and recommend a person to be a replacement director candidate to be in accordance with this Section 1(c) (any such replacement nominee, when appointed to the Board, which replacement director candidate shall be referred to as a “Replacement Director”). Any Replacement Director must (iA) be reasonably acceptable to the Board, (B) qualify as “independent” pursuant to NASDAQ’s applicable national securities exchange listing standards, (iiC) complete a background check to confirm the Company’s eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iii) be independent a director of the Investor Group Company. The Nominating 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 Governance Committee of the Board after exercising (the “Nominating Committee”) shall make its fiduciary duties in good faith. The Board shall determine, determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate is acceptable and such Replacement Director meets the foregoing criteria, criteria within ten five (105) 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 has have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Board Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(f1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidatenominee, within ten (10) business days after the receipt ▇▇▇▇▇▇▇ Value’s submission of such director candidate’s credentialsnominee. In the event the Nominating Committee does not accept a person recommended by ▇▇▇▇▇▇▇ Value as the Replacement Director, including, but not limited to, a completed copy of ▇▇▇▇▇▇▇ Value shall have the Company’s standard director and officer questionnaireright 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 acceptance the recommendation of a replacement director candidate Replacement Director nominee by the BoardNominating Committee, 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 thereafter. Any replacement director appointed after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board in accordance with pursuant to this Section 1(f1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board 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. Following the appointment of any director Any Replacement Director designated pursuant to replace this Section 1(c) replacing the New Director in accordance with this Section 1(f), any reference to New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected prior to the Boardmailing of the Company’s definitive proxy statement for the 2023 Annual Meeting shall stand for election at the 2023 Annual Meeting together with the other director nominees.

Replacements. The Company agrees thatthat if, during the Standstill Period (as defined below)Period, if the New Director (or any his replacement directorappointed pursuant to this Section 1(d)) 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, 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 identify and recommend a replacement director candidate to be appointed to the Boardsubstitute person, which replacement director candidate provided that any such substitute person so recommended shall (i) qualify as “independent” pursuant to NASDAQunder NYSE’s listing standards, (ii) standards and have the relevant financial, industry financial and business experience to fill the resulting vacancy. In the event that the Nomination Committee does not accept a substitute person so recommended (it being acknowledged that the Nomination Committee cannot unreasonably withhold, (iii) be independent of condition, or delay its approval), then the Investor Group and (iv) be no less qualified shall have the right to serve as recommend an independent director at additional substitute person for consideration by 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 Board shall determine, and inform the Investor Group, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after the Board has conducted interview(s) of such proposed replacement director candidate. The Board shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaireNomination Committee. Upon acceptance of a replacement director candidate nominee by the BoardNomination Committee, 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 thereafterafter the Nomination Committee’s recommendation. Any Subject to NYSE rules and applicable law, upon a replacement director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such replacement director appointed to the Board in accordance with this Section 1(f) 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. Any replacement director designated pursuant to this Section 1(d) replacing the 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 to replace the New Director in accordance with this Section 1(f1(d), any reference to the New Director herein in this Agreement shall be deemed to include refer to such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected to the Board.

Replacements. The Company agrees thatIf the New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, during resigns as a director, 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 expiration of the Standstill Period (as defined below), if the New Director (or any 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, 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 identify and recommend a person to be a replacement director candidate to be in accordance with this Section 1(c) (any such replacement nominee, when appointed to the Board, which replacement director candidate shall be referred to as a “Replacement Director”). Any Replacement Director must (iA) be reasonably acceptable to the Board, (B) qualify as “independent” pursuant to NASDAQ’s applicable national securities exchange listing standards, (iiC) complete a background check to confirm the Company’s eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial, industry financial and business experience to fill the resulting vacancy, (iii) be independent a director of the Investor Group Company. The Nominating 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 Governance Committee of the Board after exercising (the “Nominating Committee”) shall make its fiduciary duties in good faith. The Board shall determine, determination and inform the Investor Group, recommendation regarding whether any proposed replacement director candidate is acceptable and such Replacement Director meets the foregoing criteria, criteria within ten five (105) 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 has have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. The Board Company shall use its reasonable best efforts to cause conduct any interview(s) contemplated by this Section 1(f1(c) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidatenominee, within ten (10) business days after the receipt S▇▇▇▇▇▇ Value’s submission of such director candidate’s credentialsnominee. In the event the Nominating Committee does not accept a person recommended by S▇▇▇▇▇▇ Value as the Replacement Director, including, but not limited to, a completed copy of S▇▇▇▇▇▇ Value shall have the Company’s standard director and officer questionnaireright 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 acceptance the recommendation of a replacement director candidate Replacement Director nominee by the BoardNominating Committee, 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 thereafter. Any replacement director appointed after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board in accordance with pursuant to this Section 1(f1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board 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. Following the appointment of any director Any Replacement Director designated pursuant to replace this Section 1(c) replacing the New Director in accordance with this Section 1(f), any reference to New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until a replacement director candidate is elected prior to the Boardmailing of the Company’s definitive proxy statement for the 2023 Annual Meeting shall stand for election at the 2023 Annual Meeting together with the other director nominees.