Common use of Replacements Clause in Contracts

Replacements. The Company agrees that, during the Standstill Period (as defined below), if any of the New 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 two percent (2.0%) 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 work together in good faith to identify and select a replacement director candidate to be appointed to the 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 qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group and the Company shall determine, and inform the other party of its determination, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party has conducted interview(s) of such proposed replacement director candidate. Each of the Company and the Investor Group shall use 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 Company 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 after 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 removal 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 a New Director in accordance with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement director.

Replacements. The Company agrees thatIf, during from the date hereof until the expiration of the Standstill Period (as defined below)Period, if any either of the New 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 shall have the right to propose and the Board agrees to expeditiously appoint a replacement (a “Replacement”) with relevant financial and business experience, who qualifies as “independent” pursuant to NYSE’s listing standards, the SEC rules and regulations and who is not an officer, director, employee or Affiliate (as defined below) of any Investor and who does not receive compensation from the Investor Group, whose qualifications are substantially similar to the New Director who is being replaced and who have been approved by the Nominating and Governance Committee of the Board, after exercising its good faith customary due diligence process and fiduciary duties, including, without limitation, a 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 owns own, in the aggregate aggregate, at least two percent half of the outstanding Common Stock beneficially owned by it as of the date hereof and (2.0%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 then outstanding Common Stock (subject public disclosure or confidentiality policies and, in the written opinion of the Company’s outside legal counsel, any Investor or its Affiliates has been complicit in such breach. Subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the 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 (it being understood that increase the number of outstanding shares of Common Stock), then the Company and the Investor Group shall work together in good faith to identify and select mutually agree upon a replacement director candidate to be appointed to Replacement meeting the Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company and the Investor Groupstandards described above). Any such mutually agreed upon replacement director candidate shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group and the Company shall determine, and inform the other party of its determination, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party has conducted interview(s) of such proposed replacement director candidate. Each of the Company and the Investor Group shall use 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 Company 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 after both parties have confirmed in writing that they have mutually agreed upon such candidate. 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 removal. In the event the Nominating and will succeed to all Governance Committee of the rights and privileges ofBoard determines in good faith not to appoint any replacement director proposed by the Investor Group, the Investor Group shall have the right to propose additional replacement directors for consideration, and will be legally bound by the terms and conditions applicable to, the New Directors under this Agreement. Following the appointment provisions of any director to replace a New Director in accordance with this Section 1(f), any reference 1(d) shall continue to New Directors herein shall be deemed to include such replacement directorapply.

Replacements. (i) The Company agrees that, during the Standstill Period (as defined below), that if any either of the New Directors (other than as a result of either (i) in accordance with the terms of this Agreement, not being nominated to serve as a director at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to serve as a director under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth aboveabove during the Standstill Period (as defined below), and at such time the Investor Group beneficially owns in the aggregate at least two five percent (2.05.0%) 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 Investor Group shall have the ability to recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above shall work together in good faith to identify and select a replacement director candidate to be appointed reasonably acceptable to the Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company Nominating Committee and the Investor Group. Any such mutually agreed upon replacement director candidate shall qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group The Nominating Committee shall make its determination and the Company shall determine, and inform the other party of its determination, 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 such party has representatives of the Board have conducted interview(s) of such proposed replacement director candidate. Each of the The Company and the Investor Group shall use their respective 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 both 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 and with an executed irrevocable advance letter of resignation in the Investor Groupform attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after both parties have confirmed 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 writing that they have mutually agreed upon accordance with this Section 1(e), any reference to New Director herein shall be deemed to include such candidate. 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 and will succeed the Investors shall cause such replacement director to all comply with the terms and conditions applicable to a New Director under this Agreement, including, but not limited to, Section 1(c) and Section 1(d) hereof; provided, however, that in the event the replacement director is found in the reasonable judgment of the rights and privileges ofNominating Committee to be an Affiliate or Associate of any Investor, and such replacement director will be required to execute a document confirming that he or she will be legally bound by the terms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, the New Directors under this Agreement. Following the appointment of any director to replace a New Director in accordance with this Section 1(f1(c), any reference to New Directors herein shall be deemed to include such replacement directorSection 1(d), Section 2, Section 3 and Section 7(a) hereof.

Replacements. The Company agrees that, during the Standstill Period (as defined below), if any of the New Directors 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 two five percent (2.05.0%) 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 work together in good faith have the ability to identify and select recommend 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 and standards, (ii) have the relevant financial financial, industry and business experience to fill the resulting vacancy. Each , (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 other party of its determinationInvestor Group, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party the Board has conducted interview(s) of such proposed replacement director candidate. Each of the Company and the Investor Group The Board shall use their respective 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 both the Company and the Investor GroupBoard, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after both parties have confirmed in writing that they have mutually agreed upon such candidatethereafter. 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 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 Agreementremoval. Following the appointment of any director to replace a the New Director in accordance with this Section 1(f), any reference to New Directors 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 any of the New Directors is Director is, other than as a result of not being nominated for election at the 2017 Annual Meeting or ceasing to serve as a director under the circumstances contemplated by Section 1(d) 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 two percent Standstill Period (2.0%) 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 Company and the Investor Group shall work together have the ability to recommend a substitute person, provided that any such substitute person so recommended shall be reasonably acceptable to the Nominating Committee after exercising its fiduciary duties in good faith to identify and select a replacement director candidate to be appointed to the 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 qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group The Nominating Committee shall make its determination and the Company shall determine, and inform the other party of its determination, 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 such party has representatives of the Board have conducted customary in-person interview(s) of such proposed replacement director candidatecandidate (such determination not to be unreasonably withheld). Each of the The Company and the Investor Group shall use their respective 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 both the Company Nominating 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 Groupsubmits 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 after both parties have confirmed in writing the Nominating Committee’s recommendation; provided, however, that they have mutually agreed upon if the Board does not elect such candidatereplacement 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 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 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 his or her personal capacity, provided, however, that, for the avoidance of doubt, the replacement director candidate will not be subject to Sections 3, 4 and 7(a) of this Agreement. Following Notwithstanding the appointment 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 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 to replace a additionally will be legally bound by Sections 3, 4, and 7(a) hereof. Thereafter, the term “New Director in accordance with this Section 1(f), any reference to New Directors Director” as used herein shall be deemed to include refer to such replacement director.

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 any of the New 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 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 two percent the lesser of (2.0%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 Company and ▇▇▇▇▇▇ Parties shall have the Investor Group shall work together in good faith ability to identify and select 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 Board, shall only be appointed referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable 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 acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to NASDAQ’s New York Stock Exchange (“NYSE”) listing standards and (C) have the relevant financial and business experience to fill the resulting vacancy. Each be a director of the Investor Group Company (a “Qualified Nominee”). The Nominating/Governance Committee of the Board (the “Nominating Committee”) shall make its determination and the Company shall determine, and inform the other party of its determination, 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 party nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. Each of the The Company and the Investor Group shall use their respective 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 both the Company and the Investor GroupNominating 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 after both parties have confirmed in writing the Nominating Committee’s recommendation of such Replacement Director; provided, however, that they have mutually agreed upon if the Board does not appoint such candidate. Any replacement director appointed 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 removal. Subject to NYSE rules and will succeed applicable law, until such time as any Replacement Director is appointed to all any applicable committee of the rights and privileges of, and will be legally bound by the terms and conditions applicable toBoard, the other New Directors under Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Agreement. Following the appointment of any director to replace Section 1(c) replacing a New Director in accordance prior to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement directorthe other director nominees.

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 any of the New 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 ▇▇▇▇▇▇▇ Value beneficially owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least two percent the lesser of (2.0%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 ▇▇▇▇▇▇▇ Value shall have the Company and the Investor Group shall work together in good faith ability to identify and select 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 Board, shall only be appointed referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable 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 Board, (B) qualify as “independent” pursuant to NASDAQapplicable national securities exchange listing standards, (C) complete a background check to confirm the Company’s listing standards eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial and business experience to fill the resulting vacancy. Each be a director of the Investor Group Company. The Nominating and Governance Committee of the Company Board (the “Nominating Committee”) shall determine, make its determination and inform the other party of its determination, 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 party nominee has submitted to the Company the documentation required by Section 1(h)(v) and (ii) representatives of the Board have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. Each of the The Company and the Investor Group shall use their respective 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 both the Company and the Investor GroupNominating 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 after both parties have confirmed in writing the Nominating Committee’s recommendation of such Replacement Director; provided, however, that they have mutually agreed upon if the Board does not appoint such candidate. Any replacement director appointed 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 removal. Subject to applicable national securities exchange rules and will succeed applicable law, until such time as any Replacement Director is appointed to all any applicable committee of the rights and privileges of, and will be legally bound by the terms and conditions applicable toBoard, the other New Directors under Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Agreement. Following the appointment of any director to replace Section 1(c) replacing a New Director in accordance prior to the mailing of the Company’s definitive proxy statement for the 2022 Annual Meeting shall stand for election at the 2022 Annual Meeting together with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement directorthe other director nominees.

Replacements. The Company agrees that, during the Standstill Period (as defined below)Period, if any of the New Directors 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 Stockholder beneficially owns in the aggregate at least two percent (2.0%) 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 Company and Stockholder shall have the Investor Group shall work together in good faith ability to identify and select recommend a substitute person, which replacement director candidate to be appointed to the 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 qualify as “independent” pursuant to NASDAQthe NYSE’s listing standards and standards, have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group and the Company shall determine, and inform shall follow the other party of requirements for a Background Check as set forth in Section 1(c) hereof for the New Directors. The Nominating Committee shall make its determination, determination and 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 such party has representatives of the Board have conducted interview(s) of such proposed replacement director candidate. Each of the The Company and the Investor Group shall use their respective 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 both the Company and the Investor GroupNominating 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 after both parties have confirmed in writing the Nominating Committee’s recommendation, provided, however, that they have mutually agreed upon if the Board does not elect such candidatereplacement 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 removal 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 a the New Director Directors in accordance with this Section 1(f1(g), any reference to “New Directors Director” or “New Directors” herein shall be deemed to include such replacement director.

Replacements. The Company agrees thatthat if, during the Standstill Period (as defined below), if any of the New Directors Director (or his replacement appointed 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 two the lesser of (x) six and one-half percent (2.06.5%) 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 Company and the Investor Group shall work together in good faith have the ability to identify and select recommend a replacement director candidate to be appointed to the Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company and the Investor Group. Any substitute person, provided that any such mutually agreed upon replacement director candidate substitute person so recommended shall qualify as “independent” pursuant to NASDAQNasdaq’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of In the Investor Group and event that the Company shall determineNomination Committee does not accept a substitute person so recommended (it being acknowledged that the Nomination Committee cannot unreasonably withhold, and inform the other party of condition, or delay its determinationapproval), whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party has conducted interview(s) of such proposed replacement director candidate. Each of the Company and then the Investor Group shall use their respective reasonable best efforts have the right to cause any interview(s) contemplated recommend an additional substitute person for consideration 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 both the Company and the Investor GroupNomination 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 after 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 directorNomination Committee’s resignation or removal 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 Agreementrecommendation. Following the appointment of any replacement director to replace a New Director in accordance with this Section 1(f1(d), any reference to the New Directors herein Director in this Agreement shall be deemed to include refer to such replacement director.

Replacements. The Company agrees thatthat if, during the Standstill Period Period, any Investor Group Designee (as defined belowor his or her replacement appointed pursuant to this Section 1(g), if any of the New Directors ) 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 two the lesser of (x) seven and one half percent (2.07.5%) 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 Company and the Investor Group shall work together in good faith have the ability to identify and select recommend a replacement director candidate to be appointed to the Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company and the Investor Group. Any substitute person, provided that any such mutually agreed upon replacement director candidate substitute person so recommended shall qualify as “independent” pursuant to NASDAQunder NYSE’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of In the Investor Group and event that the Company shall determineNomination Committee does not accept a substitute person so recommended (it being acknowledged that the Nomination Committee cannot unreasonably withhold, and inform the other party of condition, or delay its determinationapproval), whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party has conducted interview(s) of such proposed replacement director candidate. Each of the Company and then the Investor Group shall use their respective reasonable best efforts have the right to cause any interview(s) contemplated recommend an additional substitute person for consideration 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 both the Company and the Investor GroupNomination 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 after both parties have confirmed in writing that they have mutually agreed the Nomination Committee’s recommendation. 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 candidate. Any 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 and will succeed removal. Any replacement director designated pursuant to all this Section 1(g) replacing an Investor Group Designee prior to the mailing of the rights and privileges ofCompany’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, and will be legally bound by as applicable, together with the terms and conditions applicable to, the New Directors under this Agreementother director nominees. Following the appointment of any replacement director to replace a New Director in accordance with this Section 1(f1(g), any reference to New Directors herein an Investor Group Designee in this Agreement shall be deemed to include refer to such replacement director.

Replacements. The Company agrees thatIf, during from the date hereof until the expiration of the Standstill Period (as defined below)Period, if any either of the New 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 two percent (2.0%) 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 work together in good faith have the right to identify and select a replacement director candidate to be appointed to the Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company (a “Replacement”) with relevant financial and the Investor Group. Any such mutually agreed upon replacement director candidate shall qualify business experience, who qualifies as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group and the Company shall determinestandards, and inform the other party of its determinationwho is not an officer, whether any proposed replacement director candidate is acceptable and meets the foregoing criteriadirector, within ten employee or Affiliate (10) business days after such party has conducted interview(sas defined below) of such proposed replacement director candidate. Each of the Company any Investor and the Investor Group shall use 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 who does 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 Company and receive compensation from the Investor Group, who satisfies Company policies applicable to all directors, and who is reasonably acceptable to the Nominating Committee and the Board, such 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) shall terminate when the Investor Group ceases to beneficially own, in the aggregate, at least 1.5% of the outstanding Common Stock as of the date hereof. The Board shall take use its reasonable best efforts, in good faith and consistent with its fiduciary duties, to approve or deny any candidate for a Replacement within 10 business days of being identified by the Investor Group and, upon approval of the Replacement (such actions as approval not to be unreasonably withheld, conditioned or delayed), to promptly, but no later than five (5) business days from such approval, appoint such replacement director candidate the Replacement to the Board no later than ten (10) business days after 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 and applicable committee or committees of the Board). In the event that the Board of which declines to approve a candidate as a Replacement, then the replaced director was Investor Group may propose one or more additional candidates to be the Replacement and the process described in this Section 1(c) will continue until a Replacement is approved by the Board. Upon becoming a member immediately prior to such director’s resignation or removal and will succeed to all of the rights and privileges ofBoard, and the Replacement will be legally bound by the terms and conditions applicable to, the New Directors under this Agreement. Following the appointment of any director deemed to replace be a New Director in accordance with for all purposes of this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement directorAgreement.

Replacements. The Company agrees that, during until the Standstill Period (as defined below)2019 Annual Meeting, if any either of the New Directors is Messrs. ▇▇▇▇▇ or ▇▇▇▇▇ 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 two percent (2.0%) 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 Company and Stockholders shall have the Investor Group shall work together in good faith ability to identify and select recommend a substitute person, which replacement director candidate to be appointed to the 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 qualify as “independent” pursuant to NASDAQthe NYSE’s listing standards and standards, have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group and the Company shall determine, and inform shall follow the other party of requirements for a Background Check as set forth in Section 1(c) hereof for the New Directors. The Nominating Committee shall make its determination, determination and 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 such party has representatives of the Board have conducted interview(s) of such proposed replacement director candidate. Each of the The Company and the Investor Group shall use their respective 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 both the Company and the Investor GroupNominating 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 after both parties have confirmed in writing the Nominating Committee’s recommendation, provided, however, that they have mutually agreed upon if the Board does not elect such candidatereplacement 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 removal 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 a New Director either of Messrs. ▇▇▇▇▇ or ▇▇▇▇▇ in accordance with this Section 1(f), any reference to “New Directors Director” or “New Directors” herein shall be deemed to include such replacement director.

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 any of the New 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 ▇▇▇▇▇▇▇ Value satisfies the Investor Group beneficially owns in the aggregate at least two percent (2.0%) 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 ▇▇▇▇▇▇▇ Value shall have the Company and the Investor Group shall work together in good faith ability to identify and select 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 Board, shall only be appointed referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable 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 Board, (B) qualify as “independent” pursuant to NASDAQapplicable national securities exchange listing standards, (C) complete a background check to confirm the Company’s listing standards eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial and business experience to fill the resulting vacancy. Each be a director of the Investor Group Company. The Nominating and Governance Committee of the Company Board (the “Nominating Committee”) shall determine, make its determination and inform the other party of its determination, 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 party nominee has submitted to the Company the documentation required by Section 1(h)(iv) and (ii) representatives of the Board have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. Each of the The Company and the Investor Group shall use their respective 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 both the Company and the Investor GroupNominating 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 after both parties have confirmed in writing the Nominating Committee’s recommendation of such Replacement Director; provided, however, that they have mutually agreed upon if the Board does not appoint such candidate. Any replacement director appointed 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 and will succeed removal. Any Replacement Director designated pursuant to all this Section 1(c) replacing the New Director prior to the mailing of the rights and privileges of, and will be legally bound by Company’s definitive proxy statement for the terms and conditions applicable to, 2023 Annual Meeting shall stand for election at the New Directors under this Agreement. Following 2023 Annual Meeting together with the appointment of any other director to replace a New Director in accordance with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement directornominees.

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 any of the New 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 S▇▇▇▇▇▇ Value beneficially owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least two percent the lesser of (2.0%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 S▇▇▇▇▇▇ Value shall have the Company and the Investor Group shall work together in good faith ability to identify and select 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 Board, shall only be appointed referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable 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 Board, (B) qualify as “independent” pursuant to NASDAQapplicable national securities exchange listing standards, (C) complete a background check to confirm the Company’s listing standards eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial and business experience to fill the resulting vacancy. Each be a director of the Investor Group Company. The Nominating and Governance Committee of the Company Board (the “Nominating Committee”) shall determine, make its determination and inform the other party of its determination, 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 party nominee has submitted to the Company the documentation required by Section 1(h)(v) and (ii) representatives of the Board have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. Each of the The Company and the Investor Group shall use their respective 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 both the Company and the Investor GroupNominating 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 after both parties have confirmed in writing the Nominating Committee’s recommendation of such Replacement Director; provided, however, that they have mutually agreed upon if the Board does not appoint such candidate. Any replacement director appointed 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 removal. Subject to applicable national securities exchange rules and will succeed applicable law, until such time as any Replacement Director is appointed to all any applicable committee of the rights and privileges of, and will be legally bound by the terms and conditions applicable toBoard, the other New Directors under Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Agreement. Following the appointment of any director to replace Section 1(c) replacing a New Director in accordance prior to the mailing of the Company’s definitive proxy statement for the 2022 Annual Meeting shall stand for election at the 2022 Annual Meeting together with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement directorthe other director nominees.

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 any of the New 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 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 two percent the lesser of (2.0%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 Company and R▇▇▇▇▇ Parties shall have the Investor Group shall work together in good faith ability to identify and select 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 Board, shall only be appointed referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable 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 acceptance not to be unreasonably withheld, conditioned or delayed), (B) qualify as “independent” pursuant to The Nasdaq Stock Market LLC (“NASDAQ’s ”) listing standards and (C) have the relevant financial and business experience to fill the resulting vacancy. Each be a director of the Investor Group Company (a “Qualified Nominee”). The Nominating and Corporate Governance Committee of the Company Board (the “Nominating Committee”) shall determine, make its determination and inform the other party of its determination, 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 party nominee has submitted to the Company the documentation required by Section 1(I)(v) and (ii) representatives of the Board have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. Each of the The Company and the Investor Group shall use their respective 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 both the Company and the Investor GroupNominating 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 after both parties have confirmed in writing the Nominating Committee’s recommendation of such Replacement Director (it being acknowledged that they have mutually agreed upon the Board cannot unreasonably withhold its acceptance); provided, however, that if the Board does not appoint such candidate. Any replacement director appointed 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 removal. Subject to NASDAQ rules and will succeed applicable law, until such time as any Replacement Director is appointed to all any applicable committee of the rights and privileges of, and will be legally bound by the terms and conditions applicable toBoard, the other New Directors under Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Agreement. Following the appointment of any director to replace Section 1(B) replacing a New Director in accordance 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 this Section 1(f)the other director nominees. Upon a Replacement Director’s appointment to the Board, any reference to New Directors herein such Replacement Director shall be deemed to include such replacement directorbe a New Director for all purposes under this Agreement.

Replacements. The Company agrees thatthat if, during the Standstill Period (as defined below)Period, if any of the New Directors Director (or his replacement appointed 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 two the lesser of (x) seven and one half percent (2.07.5%) 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 Company and the Investor Group shall work together in good faith have the ability to identify and select recommend a replacement director candidate to be appointed to the Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company and the Investor Group. Any substitute person, provided that any such mutually agreed upon replacement director candidate substitute person so recommended shall qualify as “independent” pursuant to NASDAQunder NYSE’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of In the Investor Group and event that the Company shall determineNomination Committee does not accept a substitute person so recommended (it being acknowledged that the Nomination Committee cannot unreasonably withhold, and inform the other party of condition, or delay its determinationapproval), whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party has conducted interview(s) of such proposed replacement director candidate. Each of the Company and then the Investor Group shall use their respective reasonable best efforts have the right to cause any interview(s) contemplated recommend an additional substitute person for consideration 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 both the Company and the Investor GroupNomination 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 after both parties have confirmed in writing that they have mutually agreed the Nomination Committee’s recommendation. 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 candidate. Any 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 and will succeed removal. Any replacement director designated pursuant to all this Section 1(d) replacing the New Director prior to the mailing of the rights and privileges of, and will be legally bound by Company’s definitive proxy statement for the terms and conditions applicable to, 2024 Annual Meeting shall stand for election at the New Directors under this Agreement2024 Annual Meeting together with the other director nominees. Following the appointment of any replacement director to replace a New Director in accordance with this Section 1(f1(d), any reference to the New Directors herein Director in this Agreement shall be deemed to include refer to such replacement director.

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 any of the New 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 S▇▇▇▇▇▇ Value satisfies the Investor Group beneficially owns in the aggregate at least two percent (2.0%) 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 S▇▇▇▇▇▇ Value shall have the Company and the Investor Group shall work together in good faith ability to identify and select 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 Board, shall only be appointed referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable 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 Board, (B) qualify as “independent” pursuant to NASDAQapplicable national securities exchange listing standards, (C) complete a background check to confirm the Company’s listing standards eligibility for reimbursements for its products under all state Medicaid agencies, and (D) have the relevant financial and business experience to fill the resulting vacancy. Each be a director of the Investor Group Company. The Nominating and Governance Committee of the Company Board (the “Nominating Committee”) shall determine, make its determination and inform the other party of its determination, 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 party nominee has submitted to the Company the documentation required by Section 1(h)(iv) and (ii) representatives of the Board have conducted customary interview(s) of such proposed replacement director candidatenominee, if such interviews are requested by the Board or the Nominating Committee. Each of the The Company and the Investor Group shall use their respective 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 both the Company and the Investor GroupNominating 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 after both parties have confirmed in writing the Nominating Committee’s recommendation of such Replacement Director; provided, however, that they have mutually agreed upon if the Board does not appoint such candidate. Any replacement director appointed 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 and will succeed removal. Any Replacement Director designated pursuant to all this Section 1(c) replacing the New Director prior to the mailing of the rights and privileges of, and will be legally bound by Company’s definitive proxy statement for the terms and conditions applicable to, 2023 Annual Meeting shall stand for election at the New Directors under this Agreement. Following 2023 Annual Meeting together with the appointment of any other director to replace a New Director in accordance with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement directornominees.

Replacements. The Company agrees that, during the Standstill Period (as defined below), if any of the New 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 two three percent (2.03.0%) 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 work together in good faith to identify and select a replacement director candidate to be appointed to the 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 qualify as “independent” pursuant to NASDAQ’s listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group and the Company shall determine, and inform the other party of its determination, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party has conducted interview(s) of such proposed replacement director candidate. Each of the Company and the Investor Group shall use 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 Company 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 after 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 removal 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 a New Director in accordance with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement director.