Common use of Board Nomination Right Clause in Contracts

Board Nomination Right. (a) Subject to approval of the Board and receipt of the TCP-ASC Consent, until the termination of the MSA in accordance with its terms (a "MSA Termination"), Xxxxxx Health shall be entitled to nominate one individual to the Board, who shall be (x) the Chief Financial Officer of Xxxxxx Health or (y) an individual who is "independent" as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law, and be consistent with the Board's criteria (including with respect to diversity) set forth in the Company's corporate governance guidelines (the "Xxxxxx Health Designee"). Subject to approval of the Board and receipt of the TCP-ASC Consent, the Company shall (y) take all corporate action necessary (i) to increase the size of its Board by one director (if necessary) and appoint the Xxxxxx Health Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Board. Thereafter, the Company shall, at any annual or special meeting of shareholders of the Company at which directors are to be elected, subject to the nonoccurrence of an MSA Termination and the fulfillment of the requirements set forth in Section 1(b), nominate the Xxxxxx Health Designee for election to the Board and use all commercially reasonable efforts to cause the Xxxxxx Health Designee to be elected as a director of the Board. (b) Any Xxxxxx Health Designee, who is not the Chief Financial Officer of Xxxxxx Health, shall be reasonably acceptable to the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health shall notify the Company of any proposed Xxxxxx Health Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the "Nominee Disclosure Information"); provided, further that in the event Xxxxxx Health fails to provide any such notice, the Xxxxxx Health Designee shall be the person then serving as the Xxxxxx Health Designee as long as Xxxxxx Health provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of the Xxxxxx Health Designee, the Board will promptly elect to the Board a replacement director designated by Xxxxxx Health, subject to the term of the MSA and the fulfillment of the requirements set forth in Sections 1(a) (other than any approval of the Board) and 1(b), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Designee for all purposes under this Agreement. (d) The Xxxxxx Health Designee will be entitled to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as director as the other independent directors of the Company. Any Xxxxxx Health Designee who is not independent will be entitled to receive similar reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as directors as the other directors of the Company designated pursuant to the TCP-ASC Investor Rights Agreement who are not independent. For so long as the Company maintains directors and officers liability insurance, the Company shall include the Xxxxxx Health Designee as an "insured" for all purposes under such insurance policy for so long as the Xxxxxx Health Designee is a director of the Company and for the same period as for other former directors of the Company when the Xxxxxx Health Designee ceases to be a director of the Company.

Board Nomination Right. (a) Subject to approval of For so long as the Board and receipt of Ownership Threshold is met, the TCP-ASC Consent, until the termination of the MSA in accordance with its terms (a "MSA Termination"), Xxxxxx Health Investor shall be entitled to nominate one individual to the Board, who shall be (x) either the Chief Executive Officer or Chief Financial Officer of Xxxxxx Health the Investor or (y) an individual who is "independent" as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law, and be consistent with the Board's criteria (including with respect to diversity) set forth in the Company's corporate governance guidelines law (the "Xxxxxx Health Investor Designee"). Subject to approval As soon as practicable after the date of the Board and receipt of the TCP-ASC Consentthis Agreement, but no later than April 30, 2018, the Company shall (y) take all corporate action necessary (i) to increase the size of its Board of Directors by one director (if necessary) and appoint the Xxxxxx Health Investor Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Boardvacancy. Thereafter, the Company shall, at any annual or special meeting of shareholders of the Company at which directors are to be elected, subject to the nonoccurrence of an MSA Termination and the fulfillment of the requirements set forth in Section 1(b6.5(b), nominate the Xxxxxx Health Investor Designee for election to the Board and use all commercially reasonable efforts to cause the Xxxxxx Health Investor Designee to be elected as a director of the Board. (b) Any Xxxxxx Health Designee, Investor Designee who is not the Chief Executive Officer or Chief Financial Officer of Xxxxxx Health, the Investor shall be reasonably acceptable to the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines"Governance Committee"). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health The Investor shall notify the Company of any proposed Xxxxxx Health Investor Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the "Nominee Disclosure Information"); provided, further that in the event Xxxxxx Health the Investor fails to provide any such notice, the Xxxxxx Health Investor Designee shall be the person then serving as the Xxxxxx Health Investor Designee as long as Xxxxxx Health the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of the Xxxxxx Health Investor Designee, the Board will promptly elect to the Board a replacement director designated by Xxxxxx Healththe Investor, subject to the term of the MSA and the fulfillment of the requirements set forth in Sections 1(a) (other than any approval of the Board) and 1(bSection 6.5(b), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Investor Designee for all purposes under this Agreement. (d) The Xxxxxx Health After the date hereof, and subject to applicable law and the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any), the Company will offer the Investor Designee an opportunity to, at Investor's option, either sit on each regular committee of the Board or attend (but not vote) at the meetings of such committee as an observer. If the Investor Designee fails to satisfy the applicable qualifications under law or stock exchange listing standard to sit on any committee of the Board, then the Board shall offer the Investor Designee the opportunity to attend (but not vote) at the meetings of such committee as an observer. (e) Any Investor Designee who is Independent will be entitled to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as director directors as the other independent Independent directors of the Company. Any Xxxxxx Health Investor Designee who is not independent Independent will be entitled to receive similar reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as directors as the other directors of the Company designated pursuant to the TCP-ASC Investor Rights Agreement who are not independentIndependent. For so long as the Company maintains directors and officers liability insurance, the Company shall include the Xxxxxx Health Investor Designee as an "insured" for all purposes under such insurance policy for so long as the Xxxxxx Health Investor Designee is a director of the Company and for the same period as for other former directors of the Company when the Xxxxxx Health Investor Designee ceases to be a director of the Company.

Board Nomination Right. (a) Subject As promptly as reasonably practicable (and in no event later than ten (10) Business Days) following the Effective Time, the Company will take all necessary action to approval increase the size of the Board by one director and receipt of appoint the TCP-ASC Consent, until the termination of the MSA in accordance with its terms Designee as a Class I Director (a "MSA Termination"), Xxxxxx Health shall be entitled to nominate one individual to the Board, who shall be (x) the Chief Financial Officer of Xxxxxx Health or (y) an individual who is "independent" as defined in the listing standards Company’s Second Amended and Restated Certificate of Incorporation) to fill the vacancy thereby created. The appointment of the Nasdaq Capital Market Designee will be subject to the completion by the Designee of customary director onboarding documentation, including completion of a background check that is acceptable to the Nominating and Corporate Governance Committee of the Board (or other United States national securities exchange any successor thereto) acting in good faith. As a condition to the Designee’s appointment to the Board and nomination for election as a Class I Director at the Company’s annual meetings of stockholders (A) the Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that the Common Stock is listed uponrequired to be or customarily disclosed for directors, if any) and applicable lawcandidates for directors, and be consistent their Affiliates and Representatives in a proxy statement or other filings under applicable Law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Board's criteria (including Company or the Company’s operations in the ordinary course of business, with respect to diversitythe Designee; (B) the Designee must be qualified to serve as a director of the Company under the General Corporation Law of the State of Delaware (“DGCL”) to the same extent as all other directors of the Company; (C) the Designee must satisfy the requirements set forth in the Company's corporate governance guidelines ’s Corporate Governance Guidelines, Code of Business Conduct and Ethics and Xxxxxxx Xxxxxxx Policy, in each case as currently in effect (the "Xxxxxx Health Designee"). Subject “Specified Guidelines”) with such changes thereto (or such successor policies) as are applicable to approval of the Board and receipt of the TCP-ASC Consentall other directors, the Company shall (y) take all corporate action necessary (i) to increase the size of its Board as are adopted in good faith by one director (if necessary) and appoint the Xxxxxx Health Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and do not by their terms adversely impact the Designee relative to all other directors (zfor the avoidance of doubt, the Designee shall not be required to qualify as an independent director under applicable stock exchange rules and federal securities Laws); and (D) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed must execute and deliver to the Board. ThereafterCompany an irrevocable resignation letter in the form attached hereto as Exhibit A pursuant to which the Designee’s resignation shall become effective upon the circumstances set forth therein (the “Resignation Letter”). (b) From and after the Effective Time until the termination of this Agreement in accordance with Section 3.1, and subject to the terms and conditions of this Section 1.1 and applicable Law, the Company shall, at any annual or special meeting agrees to include the Designee in its slate of shareholders nominees for election as directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors Class I Directors are to be elected, subject to the nonoccurrence of an MSA Termination and the fulfillment of the requirements set forth in Section 1(b), nominate the Xxxxxx Health Designee for election to the Board elected and use all commercially its reasonable efforts to cause the Xxxxxx Health election of the Designee to the Board (for the avoidance of doubt, the Company will be elected required to use substantially the same level of efforts and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). (c) At all times while serving as a member of the Board (and as a condition to such service), the Designee shall comply with all policies, codes and guidelines applicable to Board members, including keeping confidential all non-public information provided to or obtained by the Designee by reason of his position as a director of the Board. (b) Any Xxxxxx Health Designee, who is not the Chief Financial Officer of Xxxxxx Health, shall be reasonably acceptable to the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health shall notify the Company of any proposed Xxxxxx Health Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with fiduciary duties, applicable Law and all applicable Board policies, codes and guidelines, including without limitation the BylawsSpecified Guidelines. The Designee acknowledges that he is aware that applicable securities Laws prohibit any Person who has received material, together with all non-public information concerning from purchasing or selling securities on the basis of such nominee required information or from communicating such information to be delivered to any other Person under circumstances in which it is reasonably foreseeable that such Person may trade securities on the basis of such information. The Designee agrees that neither he nor any of his Representatives will use or communicate any material non-public information regarding the Company by the Bylaws and in violation of such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the "Nominee Disclosure Information"); provided, further that in the event Xxxxxx Health fails to provide any such notice, the Xxxxxx Health Designee shall be the person then serving as the Xxxxxx Health Designee as long as Xxxxxx Health provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of the Xxxxxx Health Designee, the Board will promptly elect to the Board a replacement director designated by Xxxxxx Health, subject to the term of the MSA and the fulfillment of the requirements set forth in Sections 1(a) (other than any approval of the Board) and 1(b), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Designee for all purposes under this Agreementlaws. (d) The Xxxxxx Health Company shall indemnify the Designee will be entitled to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for in his or her service capacity as a director as the other independent directors of the Company. Any Xxxxxx Health Designee who is not independent will be entitled to receive similar reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as directors as the other directors of the Company designated on the same basis as all other members of the Board and pursuant to indemnity agreements with terms that are no less favorable to the TCP-ASC Investor Rights Agreement who are not independent. Designee than the indemnity agreements entered into between the Company and its other employee directors. (e) For so long as the Company maintains directors and officers liability insuranceDesignee serves as a director on the Board, the Company (i) shall include provide the Xxxxxx Health Designee with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors on the Board and (ii) shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting the Designee as and to the extent consistent with applicable Law, including but not limited to any rights contained in the governing documents of the Company (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). (f) The Company shall (i) purchase directors’ and officers’ liability insurance in an "insured" for all purposes under such insurance policy amount determined by the Board to be reasonable and customary and (ii) for so long as the Xxxxxx Health Designee is serves as a director on the Board, maintain such directors’ and officers’ liability insurance coverage with respect to the Designee; provided, that upon removal or resignation of the Designee for any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage with respect to the Designee for the same a period as for other former directors of not less than six (6) years from any such event in respect of any act or omission of the Company when the Xxxxxx Health Designee ceases occurring at or prior to be a director of the Companysuch event.

Board Nomination Right. (a) Subject On or prior to approval the date of this Agreement, the Company shall increase the number of directors of the Board and receipt of the TCP-ASC Consent, until the termination of the MSA in accordance with Article III Section 2 of the Bylaws to [twelve (12)]1 directors and elect to the Board of Directors of the Company (the “Board”) three (3) individual nominees designated by the Sponsor Designator (the “Sponsor Nominees”); provided, however, that no such election of a particular Sponsor Nominee shall be required if the Board reasonably determines in good faith, after consultation with outside legal counsel, that such Sponsor Nominee has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Exchange Act or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any public company, in which case the Sponsor Designator shall withdraw the designation of such Sponsor Nominee and shall designate another individual as a Sponsor Nominee, which replacement will also be subject to the requirements of this Section 2.1(a). The Sponsor Stockholders will take all necessary action to cause any Sponsor Nominee to consent to such reference and background checks and to provide such information (including information necessary to determine such Sponsor Nominee’s independence status as well as information necessary to determine any disclosure obligations of the Company) as the Board or its terms Nominating and Corporate Governance Committee may reasonably request in connection with the Company’s disclosure obligations or in connection with the Company’s legal, regulatory or 1 If the Board has not been increased to 12 persons prior to Closing, then this reference will be to eleven (a "MSA Termination"11) directors. stock exchange requirements (collectively, the “Nomination Information”), Xxxxxx Health which requests shall be entitled to nominate one individual of the same type and scope as the Company requests of all other nominees to the Board, who shall be (x) the Chief Financial Officer of Xxxxxx Health or (y) an individual who is "independent" as defined in the listing standards . [As of the Nasdaq Capital Market (or other United States national securities exchange that date of this Agreement, the Common Stock is listed uponSponsor Designator has designated Xxxxx Xxxxx, if any) Xxxxxxx Xxxx and applicable lawXxxx Xxxxxxxxx as the initial Sponsor Nominees, and be consistent with the Board's criteria Company has determined that such Sponsor Nominees satisfy the requirements of this Section 2.1(a).] (b) The Company agrees, to the fullest extent permitted by applicable law (including with respect to diversity) set forth any standard of conduct required of directors under Maryland law), to include in the Company's corporate governance guidelines slate of nominees recommended by the Board (or the "Xxxxxx Health Designee"). Subject to approval Nominating and Corporate Governance Committee of the Board and receipt of the TCP-ASC Consent, the Company shall (yBoard) take all corporate action necessary (i) to increase the size of its Board by one director (if necessary) and appoint the Xxxxxx Health Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Board. Thereafter, the Company shall, for election at any annual or special meeting of shareholders stockholders of the Company at which directors are to be elected, subject to the nonoccurrence of an MSA Termination and the fulfillment of the requirements set forth in Section 1(b), nominate the Xxxxxx Health Designee for election elected to the Board (or consent in lieu of meeting) the applicable Sponsor Nominees, and to nominate, recommend and use all commercially its reasonable best efforts to cause solicit the Xxxxxx Health Designee vote of stockholders of the Company to be elected as elect to the Board such slate of directors (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that the stockholders of the Company vote in favor of the slate of directors, including the Sponsor Nominee(s)). For any meeting (or consent in lieu of meeting) of the Company’s stockholders for the election of members of the Board, the Board (or the Nominating and Corporate Governance Committee thereof) shall not nominate, in the aggregate, a director number of nominees greater than the number of members of the Board. (bc) Any Xxxxxx Health DesigneeThe Sponsor Designator shall deliver to the Company a written notice identifying each such Sponsor Nominee, who is not the Chief Financial Officer of Xxxxxx Health, together with all Nomination Information about such proposed Sponsor Nominee as shall be reasonably acceptable to requested by the Board's Board (or the Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversitythereof) set forth in the Company's corporate governance guidelines). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health shall notify the Company of any proposed Xxxxxx Health Designee in writing no later than the latest date on which shareholders earlier of (the “Nomination Deadline”) (x) fifteen (15) Business Days following the written request of the Company may make nominations and (y) the time by which such information is reasonably requested by the Board (or the Nominating and Corporate Governance Committee thereof) to be delivered (which time shall be concurrent with the request for such information from and otherwise consistent with the request for such information from the other nominees). If the Sponsor Designator fails to designate all the Sponsor Nominees it is entitled to designate prior to such time, then the Sponsor Nominee(s) previously designated by the Sponsor Designator and then serving on the Board (if any) shall be the proposed Sponsor Nominee(s). If at any meeting of the stockholders of the Company a Sponsor Nominee is not elected to serve for a new term on the Board, then any vacant directorship(s) resulting therefrom shall be eliminated by the Board until the next election of directors, and for purposes of such next election, the Company shall increase the number of directors of the Board in accordance with Article III Section 2 of the Bylaws, together with all information concerning such nominee required Bylaws to be delivered create a vacancy(ies) and the Sponsor Designator shall have the right to designate up to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information total number of Sponsor Nominees to which it is generally required entitled pursuant to be delivered to the Company by the other outside directors of the Company Section 2.1(a) (the "Nominee Disclosure Information"); provided, further that in the event Xxxxxx Health fails to provide any such notice, the Xxxxxx Health Designee shall be the person then serving as the Xxxxxx Health Designee as long as Xxxxxx Health provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of the Xxxxxx Health Designee, the Board will promptly elect to the Board a replacement director designated by Xxxxxx Health, subject to the term of the MSA and the fulfillment of the requirements set forth in Sections 1(a) (other than any approval of the Board) and 1(bSection 2.1(f), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Designee for all purposes under this Agreement). (d) The Xxxxxx Health Designee Prior to the Nomination Termination Date, the Sponsor Designator shall have the exclusive right to designate a nominee to fill any and all vacancies created by reason of the death, resignation or removal (in accordance with the Charter) of any Sponsor Nominee (other than the resignation or removal of any Sponsor Nominee as a result of the reduction in the number of Sponsor Nominees pursuant to clauses (i) or (ii) of Section 2.1(f) below) and such nominee will be entitled promptly elected to receive similar compensationthe Board by the Board to serve for the remainder (if any) of the term of the prior Sponsor Nominee who vacated such Board seat. If the Sponsor Designator fails to designate a replacement Sponsor Nominee for any such vacancy prior to the Nomination Deadline, benefitsor if later, reimbursement the time the Company reasonably requires such information in connection with its next meeting of stockholders at which directors are to be elected, then such directorship shall be eliminated by the Board with effect immediately prior to such next meeting. If such directorship shall be so eliminated, the Sponsor Designator shall have the right to designate Sponsor Nominees pursuant to Section 2.1(a) (including subject to Section 2.1(f)) to fill such vacancy at the subsequent meeting of travel expenses)stockholders at which directors are to be elected, indemnification and insurance coverage for his or her service as director as immediately prior to such meeting the other independent Company shall increase the number of directors of the Company. Any Xxxxxx Health Designee who is not independent will be entitled to receive similar reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as directors as the other directors Board in accordance with Article III Section 2 of the Company designated pursuant Bylaws to create the TCP-ASC Investor Rights Agreement who are not independent. For so long as the Company maintains directors and officers liability insurance, the Company shall include the Xxxxxx Health Designee as an "insured" for all purposes under such insurance policy for so long as the Xxxxxx Health Designee is a director necessary number of the Company and for the same period as for other former directors of the Company when the Xxxxxx Health Designee ceases to be a director of the Companyvacancy(ies).

Board Nomination Right. (a1) Subject For as long as IQ continues to approval hold more than 60% of the Board and receipt of IQ Equity Interests, IQ shall have the TCP-ASC Consentright, until the termination of the MSA in accordance with its terms (a "MSA Termination"), Xxxxxx Health shall be entitled to nominate one individual according to the Board, who shall be (x) terms and subject to the Chief Financial Officer of Xxxxxx Health or (y) an individual who is "independent" as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law, and be consistent with the Board's criteria (including with respect to diversity) conditions set forth in the Company's corporate governance guidelines this Article 2 and applicable Securities Laws, to designate one individual (the "Xxxxxx Health Designee"). Subject to approval of the Board and receipt of the TCP-ASC Consent, the Company shall (y“IQ Nominee”) take all corporate action necessary (i) to increase the size of its Board by one director (if necessary) and appoint the Xxxxxx Health Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Board. Thereafter, the Company shall, for nomination for election at any each annual or special meeting of shareholders of the Company at Shareholders in which directors are to be elected, subject to elected by the nonoccurrence of an MSA Termination and the fulfillment shareholders of the requirements set forth in Section 1(b)Corporation, nominate provided the Xxxxxx Health Designee following conditions are met for election to such IQ Nominee: a) the Board IQ Nominee must not have a material relationship (within the meaning of section 1.4 of Regulation 52–110 respecting Audit Committees) with the Corporation or a material relationship (within the meaning of section 1.4 of Regulation 52–110 respecting Audit Committees) with IQ, and use all commercially reasonable efforts to cause the Xxxxxx Health Designee to must not be elected as a an employee, officer or director of the Board.IQ; (b) Any Xxxxxx Health Designeethe IQ Nominee shall qualify under the CBCA and applicable securities laws, who is not and under the Chief Financial Officer articles of Xxxxxx Healthincorporation, shall be reasonably acceptable to by-laws and policies of the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as Corporation in effect from time to time. Xxxxxx Health , to serve as a director thereof and as an independent director under applicable securities laws and Nasdaq rules; c) the designation of the IQ Nominee must be the subject of a favorable recommendation of the Corporation’s nominating committee, acting reasonably and taking into account the profile, qualifications and expertise required of an independent director of the Corporation; and d) the IQ Nominee consents to such background checks as the Board or any committee thereof may reasonably request in order to make the foregoing determinations, solely to the extent such checks or investigations have been or will be required from all other non-employee directors, and provides to the Corporation a completed copy of the directors and officers questionnaire the Corporation requests or will request all director nominees to complete in the ordinary course of business. (2) The nomination right provided for herein shall notify be extinguished on the Company of any proposed Xxxxxx Health Designee in writing no later than date (the latest date “Termination Date”) on which shareholders IQ holds 60% or less of the Company may make nominations IQ Equity Interests, provided however that IQ shall nonetheless maintain its nomination right in respect of the next Shareholders meeting relating to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside election of directors of the Company (Corporation that is called after the "Nominee Disclosure Information"); providedTermination Date, further that in the event Xxxxxx Health fails to provide any such notice, the Xxxxxx Health Designee following which election IQ’s nomination right shall then be the person then serving as the Xxxxxx Health Designee as long as Xxxxxx Health provides the Nominee Disclosure Information to the Company promptly upon request by the Companyextinguished. (c3) In At the event request of the death, disability, resignation or removal Board and in view of the Xxxxxx Health Designeecircumstances, upon joining the Board, an IQ Nominee shall sign an agreement pursuant to which such nominee agrees to resign from the Board will upon the occurrence of the circumstances indicated in Section 2.1(2) or if an IQ Nominee fails to meet a condition indicated in Section 2.1(1). IQ shall promptly elect to notify the Corporation and the Board when its IQ Equity Interests fall below the threshold referred to in Section 2.1(2) or when it becomes aware that an IQ Nominee fails to meet a replacement director designated by Xxxxxx Health, subject to the term of the MSA and the fulfillment of the requirements set forth condition indicated in Sections 1(a) (other than any approval of the Board) and 1(bSection 2.1(1), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Designee for all purposes under this Agreement. (d) The Xxxxxx Health Designee will be entitled to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as director as the other independent directors of the Company. Any Xxxxxx Health Designee who is not independent will be entitled to receive similar reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as directors as the other directors of the Company designated pursuant to the TCP-ASC Investor Rights Agreement who are not independent. For so long as the Company maintains directors and officers liability insurance, the Company shall include the Xxxxxx Health Designee as an "insured" for all purposes under such insurance policy for so long as the Xxxxxx Health Designee is a director of the Company and for the same period as for other former directors of the Company when the Xxxxxx Health Designee ceases to be a director of the Company.

Board Nomination Right. (a) Subject to approval Starting on the Closing Date, for so long as the Holder beneficially owns or exercises control or direction over at least 50% of the Board Common Shares held by the Holder on the Closing Date, the Investor is entitled, upon the terms and receipt subject to the conditions set out in this Part 2 and applicable Securities Laws, to designate to the Corporation one (1) nominee (the “Investor Nominee”) to be part of the TCP-ASC Consent, until list of director nominees proposed by the termination Corporation that is included in a management information circular for an annual meeting of Shareholders of the MSA Corporation, provided that the Investor Nominee is eligible under the QBCA and the rules of the TSX and NASDAQ to act as a director, and that the Investor Nominee is selected in consultation with the Nominating and Corporate Governance Committee, taking into account the advice of said committee, acting in good faith, and in any event, in accordance with its terms (a "MSA Termination"), Xxxxxx Health shall be entitled such committee’s charter. b) For so long as the Investor has the right to nominate one individual designate the Investor Nominee for election to the Board, who shall be (x) the Chief Financial Officer of Xxxxxx Health or (y) an individual who is "independent" as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law, and be consistent with the Board's criteria (including with respect Board pursuant to diversity) set forth in the Company's corporate governance guidelines (the "Xxxxxx Health Designee"). Subject to approval of the Board and receipt of the TCP-ASC Consentthis Part 2, the Company shall (y) take all corporate action necessary (i) Corporation undertakes to increase propose the size of its Board by one director (if necessary) and appoint the Xxxxxx Health Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Board. Thereafter, the Company shall, at any annual or special meeting of shareholders of the Company at which directors are to be elected, subject to the nonoccurrence of an MSA Termination and the fulfillment of the requirements set forth in Section 1(b), nominate the Xxxxxx Health Designee Investor Nominee for election to the Board and use all commercially reasonable efforts will include in any management information circular relating to cause the Xxxxxx Health Designee election of directors of the Corporation (or present to be elected Shareholders by written consent, if applicable) the candidacy of the Investor Nominee who the Investor is entitled to designate, and will otherwise support the election or appointment of the Investor’s Nominee in a manner that is at least as a director of favourable to the Investor Nominee as the manner in which the Corporation supports other candidates for election or appointment to the Board. (bc) Any Xxxxxx Health DesigneeStarting at the first annual meeting of Shareholders following the Closing Date, who is not the Chief Financial Officer Corporation will propose or appoint, as the case may be, a number of Xxxxxx Healthdirectors that will permit at all times and from time to time and in accordance with the QBCA and the articles of incorporation of the Corporation, shall be reasonably the appointment or election, as the case may be, of the Investor Nominee. d) The Corporation will obtain and use reasonable efforts to maintain a directors’ and officers’ liability insurance policy providing coverage and on terms and conditions acceptable to the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines). The Company shall require that all directors comply in all respects Corporation will enter into customary indemnification agreements with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health shall notify the Company of any proposed Xxxxxx Health Designee in writing no later than the latest date on which shareholders of the Company may make nominations director appointed to the Board in accordance with the Bylaws, together with all information concerning such nominee required pursuant to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the "Nominee Disclosure Information"); provided, further that in the event Xxxxxx Health fails to provide any such notice, the Xxxxxx Health Designee shall be the person then serving as the Xxxxxx Health Designee as long as Xxxxxx Health provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of the Xxxxxx Health Designee, the Board will promptly elect to the Board a replacement director designated by Xxxxxx Health, subject to the term of the MSA and the fulfillment of the requirements set forth in Sections 1(a) (other than any approval of the Board) and 1(b), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Designee for all purposes under this Agreement. (de) The Xxxxxx Health Designee Investor Nominee must comply with the provisions of the QBCA regarding disclosure of interests and abstention from voting to the extent required in connection with any agreement between the Corporation and the Investor and their subsidiaries. Moreover, the Investor Nominee will be entitled required to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as director as comply with the other independent directors practices of the Company. Any Xxxxxx Health Designee who is not independent will Board, which may require that the Investor Nominee be entitled to receive similar reimbursement (including of travel expenses), indemnification and insurance coverage for his excluded from a meeting or her service as directors as a part thereof if the other directors Investor Nominee’s interests conflict with the interests of the Company designated pursuant to the TCP-ASC Investor Rights Agreement who are not independent. For so long as the Company maintains directors and officers liability insurance, the Company shall include the Xxxxxx Health Designee as an "insured" for all purposes under such insurance policy for so long as the Xxxxxx Health Designee is a director of the Company and for the same period as for other former directors of the Company when the Xxxxxx Health Designee ceases to be a director of the CompanyCorporation.

Board Nomination Right. (a) Subject to (i) the approval of the Board and (ii) the Board’s receipt of the TCP-ASC Consent and CoyCo Consent, until the termination of either of the MSA Service Agreements in accordance with its their terms (a "MSA “Service Agreement Termination"”) or for a period of three consecutive one year terms following the date hereof (the “Service Term”), Xxxxxx Health whichever is shorter, Providence shall be entitled to nominate one individual to the Board, who shall be (xA) the any one of Providence’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer Officer, or any other operational leader of Xxxxxx Health Providence or an Affiliate thereof deemed acceptable to the Board’s Nominating and Corporate Governance Committee, in its reasonable discretion, or (yB) an individual who is "“independent" ” as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law, and be consistent with the Board's ’s criteria (including with respect to diversity) set forth in the Company's ’s corporate governance guidelines (the "Xxxxxx Health “Providence Designee"”). . b) Subject to approval of the Board and receipt of the TCP-ASC Consent and CoyCo Consent, the Company shall (y) take all corporate action necessary (i) to increase the size of its Board by one director (if necessary) and appoint the Xxxxxx Health Providence Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Providence Designee to the Board (including soliciting such approval of the shareholders using the same efforts as the Company uses for its designees to the Board), and (z) use its best efforts to cause the Xxxxxx Health Providence Designee to be elected or appointed to the Board. ThereafterDuring the Service Term, the Company shall, at any annual or special meeting of shareholders stockholders of the Company at which directors are to be elected, subject to the nonoccurrence of an MSA a Service Agreement Termination and the fulfillment of the requirements set forth in Section 1(b1(c), nominate the Xxxxxx Health Providence Designee for election to the Board and use all commercially reasonable efforts to cause the Xxxxxx Health Providence Designee to be elected as a director of the Board. (bc) Any Xxxxxx Health Providence Designee, who is not one of the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of Xxxxxx HealthProvidence, shall must first be reasonably determined to be acceptable to the Board's ’s Nominating and Corporate Governance Committee Committee, such determination which shall not be unreasonably withheld (taking into account the criteria of for board members (members, including with respect to diversity) any applicable diversity guidelines, set forth in the Company's ’s corporate governance guidelines). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's ’s corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health Providence shall notify the Company of any proposed Xxxxxx Health Providence Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information concerning such nominee reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the "“Nominee Disclosure Information"”); provided, further further, that in the event Xxxxxx Health Providence fails to provide any such notice, the Xxxxxx Health Providence Designee shall be the person then serving as the Xxxxxx Health Providence Designee as long as Xxxxxx Health Providence provides the Nominee Disclosure Information to the Company promptly upon request by the Company. d) At the expiration of the Service Term (cother than for a Service Agreement Termination), any Providence Designee then serving on the Board shall be removed from the Board and shall thereafter be appointed by the Board to the status of Board Observer until the earlier of the occurrence of a Service Agreement Termination and the fifth anniversary of the date on which Providence fully exercised its warrants, provided that, in no circumstance will Providence have any rights as Board Observer if its warrants are not exercised by the fifth anniversary of the date hereof (the “Observer Term”). During the Observer Term, the Providence Designee shall be invited to attend all Board meetings and shall be provided all materials provided to the Board in connection with such Board meetings. e) If, at any time during the Observer Term, the Board establishes a separate Customer Advisory Board, then the Providence Designee shall be removed from the status as a Board Observer and shall thereafter be elected or appointed to serve on the Customer Advisory Board for the remainder of the Observer Term; provided that each individual nominated by a customer of the Company (which does not include any nomination rights pursuant to the TCP-ASC Investor Rights Agreement) to the Board or to be appointed by the Board to the status of Board Observer, respectively, shall be removed from the Board or from the status as a Board Observer, respectively, and, in each case shall thereafter be elected or appointed to serve on the Customer Advisory Board. f) In the event of the death, disability, resignation or removal of the Xxxxxx Health Providence Designee, the Board will promptly elect to the Board a replacement director designated by Xxxxxx HealthProvidence, subject to the term terms of the MSA Service Agreements and the fulfillment of the requirements set forth in Sections 1(a) (other than any approval of the Board) and 1(b), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Providence Designee for all purposes under this Agreement. (dg) The Xxxxxx Health During the Service Term, Providence Designee will be entitled to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as director that are at least as favorable as the other independent directors of the CompanyCompany are entitled to receive. Any Xxxxxx Health Providence Designee who is not independent will be entitled to receive similar compensation, benefits reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as directors that are at least as favorable as the other directors of the Company designated pursuant to the TCP-ASC Investor Rights Agreement and the CoyCo Investor Rights Agreement who are not independentindependent are entitled to receive. Providence shall have the right to (i) forgo the receipt of compensation by the Providence Designee for the Providence Designee’s service as a director or (ii) assign such compensation to a non-profit Affiliate of Providence. For so long as the Company maintains directors directors’ and officers officers’ liability insurance, the Company shall include the Xxxxxx Health Providence Designee as an "“insured" ” for all purposes under such insurance policy for so long as the Xxxxxx Health Providence Designee is a director of the Company and for the same period as for other former directors of the Company when the Xxxxxx Health Providence Designee ceases to be a director of the Company.

Board Nomination Right. (a) Subject to approval of For so long as the Board and receipt of Ownership Threshold is met, the TCP-ASC Consent, until the termination of the MSA in accordance with its terms (a "MSA Termination"), Xxxxxx Health Investor shall be entitled to nominate one individual to the Board, who shall be (x) either the Chief Executive Officer or Chief Financial Officer of Xxxxxx Health the Investor or (y) an individual who is "independent" as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law, and be consistent with the Board's criteria (including with respect to diversity) set forth in the Company's corporate governance guidelines law (the "Xxxxxx Health Investor Designee"). Subject to approval As soon as practicable after the date of the Board and receipt of the TCP-ASC Consentthis Agreement, but no later than April 30, 2018, the Company shall (y) take all corporate action necessary (i) to increase the size of its Board of Directors by one director (if necessary) and appoint the Xxxxxx Health Investor Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Boardvacancy. Thereafter, the Company shall, at any annual or special meeting of shareholders of the Company at which directors are to be elected, subject to the nonoccurrence of an MSA Termination and the fulfillment of the requirements set forth in Section 1(b6.5(b), nominate the Xxxxxx Health Investor Designee for election to the Board and use all commercially reasonable efforts to cause the Xxxxxx Health Investor Designee to be elected as a director of the Board. (b) Any Xxxxxx Health Designee, Investor Designee who is not the Chief Executive Officer or Chief Financial Officer of Xxxxxx Health, the Investor shall be reasonably acceptable to the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines"Governance Committee"). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health The Investor shall notify the Company of any proposed Xxxxxx Health Investor Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the "Nominee Disclosure Information"); provided, further that in the event Xxxxxx Health the Investor fails to provide any such notice, the Xxxxxx Health Investor Designee shall be the person then serving as the Xxxxxx Health Investor Designee as long as Xxxxxx Health the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of the Xxxxxx Health Investor Designee, the Board will promptly elect to the Board a replacement director designated by Xxxxxx Healththe Investor, subject to the term of the MSA and the fulfillment of the requirements set forth in Sections 1(a) (other than any approval of the Board) and 1(bSection 6.5(b), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Investor Designee for all purposes under this Agreement.. 12 (d) The Xxxxxx Health After the date hereof, and subject to applicable law and the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any), the Company will offer the Investor Designee an opportunity to, at Investor's option, either sit on each regular committee of the Board or attend (but not vote) at the meetings of such committee as an observer. If the Investor Designee fails to satisfy the applicable qualifications under law or stock exchange listing standard to sit on any committee of the Board, then the Board shall offer the Investor Designee the opportunity to attend (but not vote) at the meetings of such committee as an observer. (e) Any Investor Designee who is Independent will be entitled to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as director directors as the other independent Independent directors of the Company. Any Xxxxxx Health Investor Designee who is not independent Independent will be entitled to receive similar reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as directors as the other directors of the Company designated pursuant to the TCP-ASC Investor Rights Agreement who are not independentIndependent. For so long as the Company maintains directors and officers liability insurance, the Company shall include the Xxxxxx Health Investor Designee as an "insured" for all purposes under such insurance policy for so long as the Xxxxxx Health Investor Designee is a director of the Company and for the same period as for other former directors of the Company when the Xxxxxx Health Investor Designee ceases to be a director of the Company.

Board Nomination Right. (a) Subject As soon as practicable after the date hereof, and in any event on or prior to approval the next annual meeting of the Company’s shareholders, the Company agrees that the Board and receipt will appoint Xxxxxx X. Xxxxxxx as a member of the TCP-ASC Consent, until the termination of the MSA in accordance with its terms (a "MSA Termination"), Xxxxxx Health shall be entitled to nominate one individual to the Board, who shall be (x) the Chief Financial Officer of Xxxxxx Health or (y) an individual who is "independent" provided that as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upona condition to such appointment, if any) and Xx. Xxxxxxx will have satisfied all applicable law, and be consistent with the Board's criteria (including with respect to diversity) set forth in the Company's corporate governance guidelines (the "Xxxxxx Health Designee"). Subject to approval of the Board and receipt of the TCP-ASC Consent, the Company shall (y) take all corporate action necessary (i) to increase the size of its Board by one director (if necessary) and appoint the Xxxxxx Health Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Board. Thereafter, the Company shall, at any annual or special meeting of shareholders of the Company at which directors are to be elected, subject to the nonoccurrence of an MSA Termination and the fulfillment of the requirements set forth in Section 1(b), nominate the Xxxxxx Health Designee for election to the Board and use all commercially reasonable efforts to cause the Xxxxxx Health Designee to be elected regarding service as a director of the Board. (b) Any Xxxxxx Health Designee, who is not the Chief Financial Officer of Xxxxxx Health, shall be reasonably acceptable Company under applicable law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) of the Company and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. Xxxxxx Health Thereafter, until the earlier of (i) the third anniversary of the date hereof or (ii) such time as KLIM ceases to hold at least 50% of the original principal amount of the Loans and Commitments in respect of the Credit Agreement that were outstanding as of the Closing Date, KLIM shall notify be entitled to, at each annual or special meeting of the Company Company’s shareholders during such period, nominate one (1) director (such Person, which shall be Xx. Xxxxxxx to the extent he is appointed to the Board prior to the next annual meeting of any proposed Xxxxxx Health Designee in writing no later than the latest date Company’s shareholders, the “Designated Director”) to serve on which shareholders the Board; provided, however, that such nomination is subject to such Designated Director’s satisfaction of all applicable requirements regarding service as a director of the Company may make nominations under applicable law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect from time to time. In the event that a Designated Director is nominated, the Company shall (i) include such Designated Director in its slate of nominees for election to the Board at each annual or special meeting of the Company’s shareholders, (ii) recommend that the Company’s shareholders vote in favor of the election of the Designated Director and (iii) support the Designated Director in a manner generally no less rigorous and favorable than the manner in which the Company supports its other Board nominees. The Company shall take all reasonably necessary actions to ensure that, at all times when a Designated Director is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. Notwithstanding the foregoing, the rights of KLIM to appoint or nominate one (1) director shall terminate immediately on the earlier of (A) the third anniversary of the date hereof or (B) such time as KLIM ceases to hold at least 50% of the original principal amount of the Loans and Commitments in respect of the Credit Agreement that were outstanding as of the Closing Date. (b) If any Designated Director ceases to serve on the Board for any reason during his or her term, the vacancy created thereby shall be filled, and the Company shall cause the Board to fill such vacancy, with a new Designated Director eligible to serve on the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the "Nominee Disclosure Information"Section 1(a); provided, further that however, notwithstanding anything to the contrary in this Agreement, in the event Xxxxxx Health fails to provide any such notice, the Xxxxxx Health Designee shall be the person then serving as the Xxxxxx Health Designee as long as Xxxxxx Health provides the Nominee Disclosure Information that KLIM’s rights under Section 1(a) have been terminated pursuant to the Company promptly upon request terms of this Agreement, any Designated Director serving on the Board at such time shall immediately tender his or her resignation; provided further that (i) such requirement may be waived in advance by the Company’s Compensation, Nominating & Governance Committee and (ii) such resignation shall be subject to the approval of the Board. (c) In For the event avoidance of the deathdoubt, disability, resignation or removal of the Xxxxxx Health Designee, the Board will promptly elect to the Board a replacement director designated by Xxxxxx Health, subject to the term of the MSA and the fulfillment of the requirements set forth in Sections 1(a) (other than any approval of the Board) and 1(b), to fill the resulting vacancy, and such individual Designated Director shall then be deemed the Xxxxxx Health Designee for all purposes under this Agreement. (d) The Xxxxxx Health Designee will be entitled to receive similar the same retainer, equity compensation and other fees or compensation, benefitsincluding travel and expense reimbursement, reimbursement (including paid to the non-executive directors of travel expenses), indemnification and insurance coverage the Company for his or her service as director as the other independent directors of the Company. Any Xxxxxx Health Designee who is not independent will be entitled to receive similar reimbursement (including of travel expenses)a director, indemnification and insurance coverage for his or her service as directors as the other directors of the Company designated pursuant to the TCP-ASC Investor Rights Agreement who are not independent. For so long as the Company maintains directors and officers liability insurance, the Company shall include maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to the Xxxxxx Health Designee as an "insured" same extent it now indemnifies and provides insurance for all purposes under such insurance policy for so long as the Xxxxxx Health Designee is a non-executive directors on the Board. Any director minimum share ownership requirements shall be deemed satisfied in respect of the Designated Director by any shares (or notes convertible into shares) of common stock held by KLIM or one or more of its Affiliates. The Company acknowledges and agrees that it is the indemnitor of first resort (for the same period Designated Director in connection with matters arising from Designated Director’s service as for other former directors of the Company when the Xxxxxx Health Designee ceases to be a director of the Company). For the avoidance of doubt, the Designated Director shall be entitled to customary access and information rights in the same manner as received by the other directors on the Board.

Board Nomination Right. (a1) Subject For as long as IQ continues to approval hold more than 60% of the Board and receipt of IQ Equity Interests, IQ shall have the TCP-ASC Consentright, until the termination of the MSA in accordance with its terms (a "MSA Termination"), Xxxxxx Health shall be entitled to nominate one individual according to the Board, who shall be (x) terms and subject to the Chief Financial Officer of Xxxxxx Health or (y) an individual who is "independent" as defined in the listing standards of the Nasdaq Capital Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law, and be consistent with the Board's criteria (including with respect to diversity) conditions set forth in the Company's corporate governance guidelines this Article 2 and applicable Securities Laws, to designate one individual (the "Xxxxxx Health Designee"). Subject to approval of the Board and receipt of the TCP-ASC Consent, the Company shall (y“IQ Nominee”) take all corporate action necessary (i) to increase the size of its Board by one director (if necessary) and appoint the Xxxxxx Health Designee to fill the resulting vacancy and (ii) recommend that its shareholders vote to elect the Xxxxxx Health Designee to the Board, and (z) use its best efforts to cause the Xxxxxx Health Designee to be elected or appointed to the Board. Thereafter, the Company shall, for nomination for election at any each annual or special meeting of shareholders of the Company at Shareholders in which directors are to be elected, subject to elected by the nonoccurrence of an MSA Termination and the fulfillment shareholders of the requirements set forth in Section 1(b)Corporation, nominate provided the Xxxxxx Health Designee following conditions are met for election to such IQ Nominee: a) the Board IQ Nominee must not have a material relationship (within the meaning of section 1.4 of Regulation 52–110 respecting Audit Committees) with the Corporation or a material relationship (within the meaning of section 1.4 of Regulation 52–110 respecting Audit Committees) with IQ, and use all commercially reasonable efforts to cause the Xxxxxx Health Designee to must not be elected as a an employee, officer or director of the Board.IQ; (b) Any Xxxxxx Health Designeethe IQ Nominee shall qualify under the CBCA and applicable Securities Laws, who is not and under the Chief Financial Officer articles of Xxxxxx Healthincorporation, shall be reasonably acceptable to by-laws and policies of the Board's Nominating and Corporate Governance Committee (taking into account the criteria of board members (including with respect to diversity) set forth in the Company's corporate governance guidelines). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as Corporation in effect from time to time. Xxxxxx Health , to serve as a director thereof and as an independent director under applicable Securities Laws and Nasdaq rules; c) the designation of the IQ Nominee must be the subject of a favorable recommendation of the Corporation’s nominating committee, acting reasonably and taking into account the profile, qualifications and expertise required of an independent director of the Corporation; and d) the IQ Nominee consents to such background checks as the Board or any committee thereof may reasonably request in order to make the foregoing determinations, solely to the extent such checks or investigations have been or will be required from all other non-employee directors, and provides to the Corporation a completed copy of the directors and officers questionnaire the Corporation requests or will request all director nominees to complete in the ordinary course of business. (2) The nomination right provided for herein shall notify be extinguished on the Company of any proposed Xxxxxx Health Designee in writing no later than date (the latest date “Termination Date”) on which shareholders IQ holds 60% or less of the Company may make nominations IQ Equity Interests, provided however that IQ shall nonetheless maintain its nomination right in respect of the next Shareholders meeting relating to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside election of directors of the Company (Corporation that is called after the "Nominee Disclosure Information"); providedTermination Date, further that in the event Xxxxxx Health fails to provide any such notice, the Xxxxxx Health Designee following which election IQ’s nomination right shall then be the person then serving as the Xxxxxx Health Designee as long as Xxxxxx Health provides the Nominee Disclosure Information to the Company promptly upon request by the Companyextinguished. (c3) In At the event request of the death, disability, resignation or removal Board and in view of the Xxxxxx Health Designeecircumstances, upon joining the Board, an IQ Nominee shall sign an agreement pursuant to which such nominee agrees to resign from the Board will upon the occurrence of the circumstances indicated in Section 2.1(2) or if an IQ Nominee fails to meet a condition indicated in Section 2.1(1). IQ shall promptly elect to notify the Corporation and the Board when its IQ Equity Interests fall below the threshold referred to in Section 2.1(2) or when it becomes aware that an IQ Nominee fails to meet a replacement director designated by Xxxxxx Health, subject to the term of the MSA and the fulfillment of the requirements set forth condition indicated in Sections 1(a) (other than any approval of the Board) and 1(bSection 2.1(1), to fill the resulting vacancy, and such individual shall then be deemed the Xxxxxx Health Designee for all purposes under this Agreement. (d) The Xxxxxx Health Designee will be entitled to receive similar compensation, benefits, reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as director as the other independent directors of the Company. Any Xxxxxx Health Designee who is not independent will be entitled to receive similar reimbursement (including of travel expenses), indemnification and insurance coverage for his or her service as directors as the other directors of the Company designated pursuant to the TCP-ASC Investor Rights Agreement who are not independent. For so long as the Company maintains directors and officers liability insurance, the Company shall include the Xxxxxx Health Designee as an "insured" for all purposes under such insurance policy for so long as the Xxxxxx Health Designee is a director of the Company and for the same period as for other former directors of the Company when the Xxxxxx Health Designee ceases to be a director of the Company.