Common use of BOARD RIGHTS Clause in Contracts

BOARD RIGHTS. (1) After the resignation or termination, as applicable, of the directors and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. (1) After the resignation or termination, So long as applicable, SBVC owns at least 500,000 shares of the D Stock or 500,000 shares of the Common Stock into which the D Stock shall have been converted, the Company shall allow SBVC the rights set forth in either (a) or (b) below, at SBVC's election: (a) The Company shall give SBVC or its designated representative notice of each meeting of its Board of Directors at the same time and in the same manner as notice is given to the members of the Board of Directors, and the Company shall permit such representative to attend and observe all meetings of the Company's Board of Directors and to listen to all such meetings held telephonically. The Company shall provide SBVC's representative with copies of written materials and other information given to directors in connection with such meetings at the same time and officers in the same manner such materials and information are given to the directors. If the Company takes any action by written consent in lieu of a meeting of its Board of Directors, the Company shall give notice thereof to SBVC's representative at the same time and in the same manner in which such consent is requested of directors. SBVC's representative must be reasonably acceptable to the Company and shall be knowledgeable and experienced in the operations of the pharmaceutical industry. SBVC's representative shall not be entitled to written materials or other information and shall agree to excuse himself or herself from meetings or portions thereof at the request of the Company and its Subsidiaries effective as or the Chairman of the Board of Directors where such information or his or her attendance or continued presence, at the Acquisition Effective Time in accordance with Section 4.11 discretion of the Arrangement AgreementCompany, might jeopardize the Purchaser confidentiality of proprietary information of the Company or of any competitor of SBVC or otherwise create a conflict of interest. SBVC's representative will execute a confidentiality agreement in form and substance similar to the Company's standard form of confidentiality agreement with consultants and other third parties. (b) SBVC shall be entitled to designate all replacement directors a person of its choice to become, and officers of the Company will select, nominate and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election have elected, a member of the Company's Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expensesDirectors. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. (1a) After Effective upon the resignation Closing Date, the BBA Purchasers, acting together, shall have the right (but not the obligation) to designate (i) one member of the board of directors of the Company (the “Board”) for so long as the BBA Purchasers collectively hold at least 2.50% of the Company’s outstanding Common Stock and at least 50% of the securities purchased (including shares of Common Stock issued upon conversion or terminationexchange of such securities purchased) by them pursuant to this Agreement or (ii) two (2) members of the Board (each such designated Board member being referred to herein as a “BBA Purchaser Board Designee”) for so long as the BBA Purchasers collectively hold at least that percentage of the Company’s outstanding Common Stock as is equal to two (2) divided by the total number of members of the Board (including the BBA Purchaser Board Designee(s)) (such percentage may be rounded up to two (2) whole members of the Board in accordance with the Nasdaq Listing Rules) and at least 50% of the securities purchased (including shares of Common Stock issued upon conversion or exchange of such securities purchased) by them pursuant to this Agreement (the “BBA Purchaser Board Designation Right”); provided, that each such designee must qualify as an “independent” director as defined under Nasdaq Listing Rule 5605(a)(2), and each such designee shall have provided the Nominating and Governance Committee of the Board (the “Nominating Committee”) such information as the Nominating Committee customarily requests pursuant to its charter then in effect or pursuant to the Company’s bylaws, to determine that such BBA Purchaser Board Designee meets the independence requirements under Nasdaq Listing Rule 5605(a)(2), and is not otherwise disqualified by applicable Nasdaq Stock Market or Commission rules or regulations from service on the Board. The Company agrees to take all necessary corporate and other actions, including increasing the size of the Board, if necessary, and filling the resulting vacancy by vote of the Board and/or to request a vote of the stockholders of the Company, to permit each BBA Purchaser Board Designee to be appointed or elected by the members of the Board and/or shareholders, as applicable, pursuant to the Company’s Certificate of the directors Incorporation and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacanciesBylaws. (2b) During Effective upon the period from the Acquisition Effective Date until the End Closing Date, Boxer shall have the right (but not the obligation) to designate one member of the Board (the “Boxer Board Designee”) for so long as Boxer holds at least 2.50% of the Company’s outstanding Common Stock and at least 50% of the securities purchased (including shares of Common Stock issued upon conversion or exchange of such securities purchased) by it pursuant to this Agreement (the “Boxer Board Designation Right”); provided, that such designee must qualify as an “independent” director as defined under Nasdaq Listing Rule 5605(a)(2), and such designee shall have provided the Nominating Committee such information as the Nominating Committee customarily requests pursuant to its charter then in effect or pursuant to the Company’s bylaws, to determine that such Boxer Board Designee meets the independence requirements under Nasdaq Listing Rule 5605(a)(2), and is not otherwise disqualified by applicable Nasdaq Stock Market or Commission rules or regulations from service on the Board. The Company agrees to take all necessary corporate and other actions, including increasing the size of the Board, if necessary, and filling the resulting vacancy by vote of the Board and/or to request a vote of the stockholders of the Company, to permit the Boxer Board Designee to be appointed or elected by the members of the Board and/or shareholders, as applicable, pursuant to the Company’s Certificate of Incorporation and Bylaws. (c) In addition, (i) at any time after the Closing Date when (x) the BBA Purchasers own at least 2.5% of the Company’s outstanding Common Stock and at least 33% of the securities purchased (including shares of Common Stock issued upon conversion or exchange of such securities purchased) by them pursuant to this Agreement, and (y) the BBA Purchasers do not then have two BBA Purchaser Board Designees serving on the Board, the BBA Purchasers shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required designate one individual to be included present and participate in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names non-voting capacity at all meetings of the Board Nominees together with the information regarding or any committee thereof, including any telephonic meetings (such Board Nominees requested by the Company in accordance with the preceding sentence (individual, the “Nomination LetterBBA Purchaser Board Observer”) and (ii) at any time after the Closing Date when (x) Boxer owns at least 2.5% of the Company’s outstanding Common Stock and at least 33% of the securities purchased (including shares of Common Stock issued upon conversion or exchange of such securities purchased) by it pursuant to this Agreement, and (y) Boxer does not then have a Boxer Board Designee serving on the Board, Boxer shall have the right to designate one individual to be present and participate in a non-voting capacity at all meetings of the Board or any committee thereof, including any telephonic meetings (such individual, the “Boxer Board Observer”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) Any materials that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed are sent by the Company to the shareholders members of the Board in their capacity as such shall be sent to the BBA Purchaser Board Observer and Boxer Board Observer simultaneously by means reasonably designed to ensure timely receipt by the BBA Purchaser Board Observer and Boxer Board Observer, and the Company will give the BBA Purchaser Board Observer and Boxer Board Observer notice of such meetings, by the same means as such notices are delivered to the members of the Board and at the same time as notice is provided or delivered to the Board; provided, that each of the BBA Purchaser Board Observer and Boxer Board Observer agrees to hold in confidence and trust, to act in a fiduciary manner with respect to and not to disclose any information provided to or learned by the BBA Purchaser Board Observer and/or Boxer Board Observer acting in such capacity, whether in connection with such individual’s attendance at meetings of the Board, in connection with the receipt of materials delivered to the Board or otherwise. Notwithstanding the provisions of this Section 6.08(c), the Company reserves the right to exclude the BBA Purchaser Board Observer and/or the Boxer Board Observer from any meeting of a committee of the Board for election as directors at each any reason whatsoever, to exclude the BBA Purchaser Board Observer and/or Boxer Board Observer from any meeting of the shareholders at which directors are Board, or a portion thereof, and to be elected redact portions of any materials delivered to the BBA Purchaser Board Observer and/or Boxer Board Observer where and to the extent that the Company reasonably believes that withholding such information or excluding such individual from attending such meeting of the Board. , or a portion thereof, is reasonably necessary: (5i) The to preserve attorney-client, work product or similar privilege between the Company shall use commercially reasonable efforts and its counsel with respect to cause any matter; (ii) to comply with the election terms and conditions of confidentiality agreements between the Company and any third parties; or (iii) because the Board has determined that there exists, with respect to the subject of such deliberation or such information, an actual or potential conflict of interest between the BBA Purchasers or Boxer, as the case may be, and the Company. Further, the members of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual hold executive sessions which the BBA Purchaser Board Observer and Boxer Board Observer may not be invited to replace him or her attend. The BBA Purchaser Board Observer and the Company Boxer Board Observer shall promptly take all use the same degree of care to protect the Company’s confidential and proprietary information as the BBA Purchasers or Boxer, as applicable, use to protect their confidential and proprietary information of like nature, but in no circumstances with less than reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold officecare. (7d) The Company covenants For purposes of this Section 6.08, ownership shall be calculated in accordance with applicable guidance published by the Nasdaq Stock Market and agrees with shall exclude any shares underlying Common Stock Equivalents requiring additional payments to receive the Purchaser that, underlying Common Stock upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director exercise or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Boardconversion.

BOARD RIGHTS. (1) After the resignation or termination, as applicable, of the directors and officers of the a. The Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors Purchasers acknowledge and officers of the Company and its Subsidiaries to fill all such vacancies. agree that (2i) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected hereof, Purchasers have submitted to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms board of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at (the “Board”) the names of two director candidates and such time information as the Company has reasonably requested with respect to such director candidates’ qualifications, experience and suitability to become a member of the Board, and (ii) the Board and only the nominating committee of the Board have reviewed such individuals)information and approved the qualifications, experience and suitability of such director candidates. (4) b. The Company shall increase the number of directors constituting the entire Board within the range authorized by the Bylaws of the Company from five to seven and, effective upon Closing under the Purchase Agreement, appoint the Purchasers’ two director candidates to the Board to fill the vacancies created by the increase in the number of directors constituting the entire Board, and hereby represents to the Purchasers that the Board has adopted resolutions authorizing and approving such actions. c. The Company shall cause the Board Nominee(s) Purchasers’ two director candidates to be included in the Board’s slate of nominees proposed by the Company to the shareholders for election as directors for election at each the Company’s 2012 annual meeting of shareholders; shall recommend in the proxy statements for such shareholder meeting that shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies cast their votes in favour favor of the election of the Board Nominee(s)Purchasers’ two director candidates; provided, however, that shall use its reasonable best efforts to solicit proxies for the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect election of the foregoing unless Purchasers’ two director candidates, which efforts shall include, if necessary or appropriate, the Purchaser previously provides services of a third-party proxy solicitor; and shall cause its proxy holders to use the Company with sufficient amounts discretionary voting authority to cover such expenses. (6) If any Board Nominee ceases to hold office as a director vote shares of Common Stock for the election of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) Purchasers’ two director candidates. The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide the Purchasers with reasonable opportunity to review and comment upon the preliminary and definitive proxy statement for the annual meetings and any additional proxy materials prior to filing such Board Nominee statements and materials with the Commission. d. Purchaser’s rights under this Section 12 are not assignable or transferable except to an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members Affiliate of the Company Board and Purchaser to which Registrable Securities are assigned or transferred. Purchaser’s rights to have its two director candidates nominated for election under this Section 12 are enforceable only to the Company shall ensure that such Board Nominee has extent consistent with applicable rules of The NASDAQ Stock Market LLC or other Trading Market (as defined in the benefit of any director or officer insurance policy in effect for Purchase Agreement) regarding the Company, such benefits to be at least as favourable as those available to all other members proportionality of the Company Boardvoting power maintained by an investor to the number of director candidates which such investor is entitled to have nominated for election, in relation to the full number of directors on the board (subject to rounding up in accordance with applicable rules).

BOARD RIGHTS. (a) If, at any time after the Closing Date, Xxxxxxx X. Xxxx, M.D. ceases to be a member of the Board, the BBA Investors shall have the right (but not the obligation) to designate one (1) After member of the resignation Board (the “BBA Investor Designee”) for so long as the BBA Investors collectively hold at least 50% of the Preferred Shares (including Conversion Shares issued upon conversion thereof) purchased by the BBA Investors as of the Closing Date (the “BBA Board Designation Right”); provided, that such designee must qualify as an “independent” director as defined under Nasdaq Listing Rule 5605(a)(2), and such designee shall have provided the Nominating and Governance Committee of the Board (the “Nominating Committee”) such information as the Nominating Committee customarily requests pursuant to its charter as in effect on the date hereof to determine that such individual meets the independence requirements under Nasdaq Listing Rule 5605(a)(2), and is not otherwise disqualified by applicable Nasdaq Stock Market or terminationSEC rules or regulations from service on the Board. The Company agrees to take all necessary corporate and other actions, including increasing the size of the Board, if necessary, and filling the resulting vacancy by vote of the Board and/or to request a vote of the shareholders of the Company, to permit the BBA Investor Designee to be appointed or elected by the members of the Board and/or shareholders, as applicable, pursuant to the Company’s Certificate of Incorporation and Bylaws. Within 90 days following the appointment or election of the directors and officers of BBA Investor Designee to the Board, the Company shall purchase and its Subsidiaries effective as at maintain director insurance on behalf of such BBA Investor Designee with the Acquisition Effective Time in accordance with Section 4.11 of terms and conditions reasonably satisfactory to the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacanciesBBA Investor Designee. (2b) During In addition, during the period from commencing on the Acquisition Effective Closing Date and continuing until such time as the End DateBBA Investors exercise the BBA Board Designation Right, the Purchaser BBA Investors shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board designate one (the “Board Nominees”). (31) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required individual to be included present and participate in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names non-voting capacity at all meetings of the Board Nominees together with the information regarding or any committee thereof, including any telephonic meetings (such Board Nominees requested by the Company in accordance with the preceding sentence (individual, the “Nomination LetterBBA Board Observer”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) Any materials that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed are sent by the Company to the shareholders members of the Board in their capacity as such shall be sent to the BBA Board Observer simultaneously by means reasonably designed to ensure timely receipt by the BBA Board Observer, and the Company will give the BBA Board Observer notice of such meetings, by the same means as such notices are delivered to the members of the Board and at the same time as notice is provided or delivered to the Board; provided, that the Board Observer agrees to hold in confidence and trust, to act in a fiduciary manner with respect to and not to disclose any information provided to or learned by the BBA Board Observer acting in such capacity, whether in connection with the BBA Board Observer’s attendance at meetings of the Board, in connection with the receipt of materials delivered to the Board or otherwise. Notwithstanding the provisions of this Section 7.11(b), the Company reserves the right to exclude the BBA Board Observer from any meeting of a committee of the Board for election as directors at each any reason whatsoever, to exclude the Board Observer from any meeting of the shareholders at which directors are Board, or a portion thereof, and to be elected redact portions of any materials delivered to the BBA Board Observer where and to the extent that the Company reasonably believes that withholding such information or excluding the BBA Board Observer from attending such meeting of the Board. , or a portion thereof, is reasonably necessary: (5i) The to preserve attorney-client, work product or similar privilege between the Company shall use commercially reasonable efforts and its counsel with respect to cause any matter; (ii) to comply with the election terms and conditions of confidentiality agreements between the Company and any third parties; or (iii) because the Board has determined that there exists, with respect to the subject of such deliberation or such information, an actual or potential conflict of interest between the BBA Investors and the Company. Further, the members of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual hold executive sessions which the BBA Board Observer may not be invited to replace him or her attend. The BBA Board Observer shall use the same degree of care to protect the Company’s confidential and proprietary information as the Company shall promptly take all BBA Investors uses to protect their confidential and proprietary information of like nature, but in no circumstances with less than reasonable steps as may be necessary to appoint such individual to care. For the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Boardavoidance of doubt, the Company shall provide such Board Nominee with an indemnity on terms at least acknowledges that, as favourable to such Board Nominee as those provided to all other members of the Company date of this Agreement, Xxxxxxx X. Xxxx, M.D. (i) has not been designated to the Board by the BBA Investors and (ii) does not serve on the Board on behalf of the BBA Investors. As of the date of this Agreement, the BBA Investors and Xx. Xxxx have no plans for Xx. Xxxx to serve on the Board on behalf of the BBA Investors, and the Company BBA Investors shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of inform the Company Boardif and when Xx. Xxxx were to do so.

BOARD RIGHTS. (1a) After Upon the resignation or termination, as applicable, of the directors and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement AgreementDate, the Purchaser Seller shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board one nominee (the “Initial Nominee”) for election or appointment (a “Board NomineesDesignee”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders board of directors of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination LetterCVGR Board”). If ; Provided that such Initial Nominee satisfies the Purchaser fails to deliver Purchaser’s eligibility criteria of general application (as determined in good faith by the Nomination Letter to the Company at least 45 days before the Company’s shareholders meetingCVGR Board or an authorized committee thereof) for director candidates, the Purchaser rules of the CSE (or any other Canadian stock exchange where the Purchaser’s common shares are listed for trading) and applicable Laws (collectively, the “Director Eligibility Criteria”), the Initial Nominee shall be deemed to have nominated appointed by the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause Purchaser to the Board Nominee(s) to be included CVGR Board. Unless otherwise determined by the Seller in the slate of nominees proposed by Seller’s sole discretion, the Company Seller wishes to designate Xxxxxx Xxxxxxxx as the Initial Nominee for appointment to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company CVGR Board. (5b) The Company After the Effective Date, and within seven (7) days after Purchaser acquires the HC Licence, the Seller shall use commercially reasonable efforts be entitled to cause designate an additional Board Designee (the election of the Board Nominee(s) “Additional Nominee”), and subject to the Company Director Eligibility Criteria, the CVGR Board shall appoint the Additional Nominee to the CVGR Board. Unless otherwise determined by the Seller, including soliciting proxies in favour of the election of Seller’s sole discretion, the Board Nominee(s); provided, however, that Seller wishes to designate Xxxx Xxxxx as the Company shall not be required Additional Nominee for appointment to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expensesCVGR Board. (6c) If any Board In the event that either the Initial Nominee ceases or the Additional Nominee shall cease to hold office serve as a director of the Company for any reasonPurchaser, whether due to such Board Designee death, disability, resignation or removal, the Purchaser shall cause the CVGR Board to appoint a replacement Board Designee designated by the Seller in accordance with this Agreement to fill the vacancy created by such death, disability, resignation or removal, provided that such Board Designee satisfies the Director Eligibility Criteria. As long as the Seller is a shareholder of the Purchaser, the Seller shall be entitled to nominate an individual to replace him or her the Initial Nominee and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold officeAdditional Nominee. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. From and after the Closing, through the date of determination by Parent of any Contingent Consideration payable (1or determination that no Contingent Consideration is payable), in connection with any annual or special meeting of the stockholders of Parent called for the purpose of electing the members of the Board of Directors during such period, or whenever members of the Board of Directors are elected by written consent, Sellers shall be entitled, but not obligated, to nominate by written notice to Parent individual(s) After (“Seller Nominees”) for membership to Parent’s Board of Directors to occupy up to two seats on Parent’s Board of Directors (it being understood that if the resignation identities of such nominees are different than the previous persons nominated by Sellers, Sellers shall cause their current Board representative(s) to resign from Parent’s Board of Directors in connection with such nomination). Subject to the satisfaction of all legal and governance requirements regarding service as a director of Parent and to the reasonable approval of Parent’s Nominating and Corporate Governance Committee (“Governance Committee”) (such approval not to be unreasonably withheld, conditioned or terminationdelayed) (all such requirements and approval, “Board Membership Qualifications”), Parent shall, subject to the fiduciary duties of its Board of Directors, recommend to its stockholders the election of Seller Nominees at the applicable annual or special meeting. (a) Any such Seller Nominee (including any successor nominee) shall, subject to applicable law and the fiduciary duties of Parent’s Board of Directors, be Parent’s and the Governance Committee’s nominee to serve on the Board of Directors. Parent shall, subject to the fiduciary duties of its Board of Directors, use its reasonable best efforts to have such Board representative elected as a director of Parent and Parent shall solicit proxies for each such individual to the same extent as it does for any of its other nominees to the Board of Directors. (b) The Sellers shall have the power to designate a replacement for any Seller Nominee upon the death, resignation, retirement, disqualification or removal from office of a director currently serving as Seller Nominee, as applicablethe case may be, subject to satisfaction of all Board Membership Qualifications and the directors fiduciary duties of Parent’s Board of Directors. Parent’s Board of Directors will promptly take all action reasonably required to fill the vacancy resulting therefrom with such individual (including (i) such individual, subject to applicable law, being Parent’s and officers the Governance Committee’s nominee to serve on the Board of Directors, (ii) using reasonable best efforts to have such individual elected as director of Parent and (iii) Parent soliciting proxies for such individual to the Company and same extent as it does for any of its Subsidiaries effective as at other nominees to the Acquisition Effective Time Board of Directors), subject to its applicable fiduciary duties. (c) Sellers shall cause each such Seller Nominee nominated or designated by Sellers in accordance with this Section 4.11 to tender his or her voluntary resignation from the Board of Directors prior to settlement and payment of the Arrangement AgreementContingent Consideration pursuant to the provisions of Section 2.2 hereunder (or determination by Parent that no Contingent Consideration is payable), to be effective upon the Purchaser later of settlement and payment of the Contingent Consideration (or determination by Parent that no Contingent Consideration is payable) or upon acceptance by Parent’s Board of Directors, which resignation shall be entitled subject to designate all replacement directors and officers consideration by Parent’s Board of Directors for acceptance, in which case such Seller Nominee would cease to continue as a member of the Company and its Subsidiaries Board of Directors of Parent, or declination, in which case the Seller Nominee may be asked to fill all such vacanciescontinue as a member of the Board of Directors of Parent. (2d) During In the event that any Seller Nominee is not elected to Parent’s Board of Directors by the stockholders of Parent at any election of directors held during period from the Acquisition Effective Date until Closing through the End Datedate of determination by Parent of any Contingent Consideration payable (or determination that no Contingent Consideration is payable), then, subject to the Purchaser fiduciary duties of Parent’s Board of Directors, Parent shall have promptly thereafter, and in any event prior to the right 30 calendar day period after the failure of Parent’s stockholders to nominate a majority elect such persons to Parent’s Board of the Persons for election Directors, appoint to Parent’s Board of Directors two nominees of Sellers to serve as directors on Seller Nominees. Sellers shall use reasonable discretion to ensure that any Seller Nominee designated for election or appointment hereunder has the Company appropriate business experience and background such that Parent’s Board (of Directors is able to in good faith nominate or appoint such individual to Parent’s Board of Directors in a manner consistent with the “fiduciary duties of Parent’s Board Nominees”). (3) The Company of Directors. Sellers shall provide written notice cooperate with Parent in any proposed designee for Parent’s Board of Directors and shall furnish to Parent any and all information reasonably required to facilitate the Purchaser not less election or appointment of Seller Nominees to Parent’s Board of Directors, with the identification and information about any alternative Seller Nominee to be appointed in the 30 calendar day period after any failure of Parent’s stockholders to elect such persons to Parent’s Board of Directors to be provided to Parent no later than 20 fifteen days prior to the record date for shareholders end of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals)30 calendar day period. (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. Subject to Nasdaq Listing Rules 5640 (1the “Voting Rights Rule”), for so long as the Purchasers (and their Affiliates) After beneficially own the resignation or termination, as applicable, of the directors and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement AgreementShares, the Purchaser Purchasers shall be entitled to designate all replacement directors for recommendation by the Nominating and officers Corporate Governance 4894-2324-1720.3 Committee of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board NomineesNominating Committee”). (3) The Company shall provide written notice and, upon such recommendation, nomination by the Board, the number of directors substantially equivalent to the Purchaser not less than 20 days prior to the record date for shareholders Purchasers’ proportional equity ownership of shares of Common Stock of the Company from time to receive notice of a shareholders meeting at which directors will be elected to time as set forth below (any individual designated by the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meetingPurchasers, the “Purchaser will deliver to Designee”). For the avoidance of doubt, for so long as the Purchasers (and their Affiliates) as a stockholder group beneficially own a majority of voting stock of the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser Purchasers shall be entitled to nominate designate a majority of directors of the Board as long as such nomination of said directors would not violate the Voting Rights Rule after consultation with Nasdaq. In order to effectuate the intent of this Section 4.3, upon closing and thereafter, the Board, at all times and to the extent feasible to do so, shall be composed of an individual odd number of directors. Notwithstanding the foregoing, each Purchaser Designee must be reasonably acceptable to replace him or her the Nominating Committee and the Board, including completion of a satisfactory background check and each Purchaser Designee shall have provided the Nominating Committee such information as the Nominating Committee customarily requests pursuant to its charter then in effect or pursuant to the Company’s bylaws, to determine that such board designee is not otherwise disqualified by applicable Nasdaq or Commission rules or regulations from service on the Board. The Company shall promptly agrees to take all reasonable steps as may be necessary corporate and other actions, including increasing the size of the Board, if necessary, and filling the resulting vacancy by vote of the Board, to appoint such individual permit the Purchaser Designees to constitute the percentage of the Board substantially equivalent to the Purchasers’ proportional equity ownership of shares of Common Stock, pursuant to the Company’s certificate of incorporation and bylaws. In the event that Nasdaq informs the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees that it is not in compliance with the Purchaser thatVoting Rights Rule as a result of the Purchasers’ rights under this Section 4.3, upon any Board Nominee’s election to the Purchasers shall cooperate with the Company Boardto promptly remedy such non-compliance, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable including replacing or relinquishing their rights to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company BoardPurchaser Designees hereunder.

BOARD RIGHTS. (1a) After In connection with the resignation or terminationnegotiation, as applicableconsideration and approval of this Agreement, the Board of the directors and officers Directors of the Company has determined that immediately following (i) the Initial Closing, the Board of Directors will create two new directorships and its Subsidiaries effective as that the Required Holders (determined at the Acquisition Effective Time in accordance with Section 4.11 time of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2Initial Closing) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall will have the right to nominate a majority designate two nominees to be appointed by the Board of Directors to fill such newly created directorships, and (ii) the Third Closing, the Board of Directors will create one new directorship and that the Required Holders (determined at the time of the Persons for election Third Closing) will have the right to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required designate one nominee to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of appointed by the Board Nominees together with the information regarding of Directors to fill such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s)newly created directorship; provided, however, that upon the occurrence of a Listing Event, the number of directorships created pursuant to this Section 5.4(a) shall be reduced to two. The Company shall not be take such further action as is necessary or required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect ensure the designation rights granted under this Section 5.4(a) are maintained until the later of the foregoing unless repayment of the Purchaser previously provides Notes or the Company with sufficient amounts to cover such expensesInvestors in the aggregate own less than twenty percent (20%) of the outstanding shares of Common Stock originally issuable under the Notes. (6b) If any Board Nominee ceases Prior to hold office as a director the appointment of the Company for any reasonthird nominee to the Board of Directors pursuant to Section 5.4(a)(ii), the Purchaser Investors shall be entitled cause one nominee of the Required Holders to nominate an individual to replace him or her and enter into a letter agreement with the Company shall promptly take all reasonable steps as may be necessary to appoint such individual Company, reasonably satisfactory to the Company Board Company, whereby such nominee agrees to replace resign upon the Board Nominee who has ceased to hold officeoccurrence of a Listing Event. (7c) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election Investors agree that each director appointed pursuant to the Company Board, terms of this Section 5.4 shall at all times meet the Company shall provide such Board Nominee with an indemnity on terms at least definition of “independent director” as favourable to such Board Nominee as those provided to all other members set forth in the Section 303 of the New York Stock Exchange Listed Company Board Manual and the Company nomination of such director shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for satisfy the Company, such benefits ’s corporate governance and other policies that are related to be at least as favourable as those available to all other members the nomination and service of the Company Boarddirectors.

BOARD RIGHTS. (1a) After For so long as Purchaser holds any combination of Common Stock, Convertible Note (if Company borrows the resignation term loan thereunder), Conversion Shares, Warrants or terminationWarrant Shares that in the aggregate either represent or entitle Purchaser to acquire at least 2,000,000 shares of Common Stock (the “Requisite Holder Condition”), as applicable, of the directors and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2A) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board appoint one (1) representative (the “Board NomineesObserver”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders attend all meetings of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding Board and any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included committee thereof in a proxy statement nonvoting observer capacity, and (B) Purchaser shall have the right to have one (1) representative (the “Purchaser Director”) nominated as a member of the Company in respect of the meetingBoard and each committee thereof, including without limitation Company’s compensation committee. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the shall notify Company in accordance with the preceding sentence (the “Nomination Letter”)writing in any manner provided in Section 9.6 of this Agreement of its election to appoint a Board Observer and a Purchaser Director. If the Any such Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Director shall enter into Company’s shareholders meeting, the standard form of Board Member Service Agreement on terms no less favorable to such Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors Director than required of any other member of the Company at Board prior and as a condition to such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to Purchaser Director serving on the Company Board. (5b) The As of and from the time of Purchaser’s notification to Company of its election to exercise such right: (1) the Company Board or any committee thereof shall, if necessary, increase the size of the Company Board or such committee, to accommodate the addition of the Purchaser Director and take all corporate action required by Law to promptly appoint such Purchaser Director to the Company Board or such committee and (2) the Company Board shall, for so long as the Requisite Holder Condition is satisfied and unless Purchaser notifies Company of its election to cease having such Purchaser Director serve on the Company Board or any committee thereof, renominate and reappoint such Purchaser Director to the Company Board and each committee thereof annually or from time to time at such time as it renominates and reappoints other members of the Company Board or any such committee (or to the extent that Company in the future submits nominations for directors to the Company Board to a vote of Company’s stockholders (or action by written consent of stockholders in lieu of a meeting), Company, the Company Board and any committee of the Company Board that oversees nominations to the Company Board shall use all commercially reasonable efforts to cause have the election Purchaser Director reelected as to the Company Board by Company’s stockholders and shall solicit proxies for the Purchaser Director and take any and all such other actions to facilitate such reelection of the Board Nominee(s) Purchaser Director to the same extent as it does for any of Company’s other nominees to the Company Board, including soliciting proxies ); (C) Company shall reimburse the Board Observer and Purchaser Director for all reasonable costs and expenses customarily incurred in favour attending meetings of the election Company Board (other than the cost of airfare and hotel accommodations); (D) within one hundred eighty (180) days after the Closing Date, Company’s certificate of incorporation shall provide for indemnification of the members of the Company Board, or any committee thereof, to the broadest extent permitted by applicable law; (E) Company shall ensure that the Purchaser Director is afforded coverage under any Directors and Officers insurance policy then in effect on the same terms as other members of the Company Board; (F) Company shall enter into an indemnity agreement with the Purchaser Director on terms no less favorable than those included in the most director-favorable form of indemnity agreement provided to any member of the Company Board; and (G) Company shall give the Board Nominee(s)Observer copies of all notices, minutes, consents and other materials that it provides to its directors and when so provided; provided, however, that the Board Observer agrees in a written agreement in form and substance reasonably satisfactory to Company shall not be required to engage a proxy solicitation agent hold in confidence pursuant to the terms in Section 5.9 with respect to all information so provided; and, provided further, that Company reserves the right to withhold any information and to exclude the Board Observer from any meeting or otherwise spend outportion thereof if access to such information or attendance at such meeting could adversely affect the attorney-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the client privilege between Company with sufficient amounts to cover such expensesand its counsel. (6c) If Purchaser shall notify Company in writing in any manner provided in Section 9.6 of this Agreement of its election to appoint a Board Nominee ceases Observer and a Purchaser Director. Notwithstanding anything in this Agreement to hold office the contrary, the rights set forth in this Section 6.1 shall survive for so long as a director the Requisite Holder Condition is satisfied. Purchaser may assign its rights in this Section 6.1 to one or more Affiliates of Purchaser. Otherwise, (i) the Purchaser Director rights set forth in this Section 6.1 may not be assigned or transferred to any other Person and (ii) the Board Observer rights set forth in this Section 6.1 may be assigned or transferred to any other Person in connection with the sale, assignment or transfer to such Person of all of the Company for Securities then owned beneficially and of record by Purchaser to the extent it may otherwise assign or transfer such Securities under this Agreement or a related Transaction Document, and any reason, the Purchaser such assignee shall be entitled to nominate an individual to replace him or her and treated as the Company shall promptly take all reasonable steps as may be necessary to appoint such individual “Purchaser” for purposes of this Section 6.1 relating to the Company Board to replace the Board Nominee who has ceased to hold officeObserver. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. (1a) After the resignation or termination, as applicable, of the directors and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser The Subscribers shall have the right to nominate a majority of the Persons one person for election to serve as directors on the Company Issuer’s Board of Directors (the “Board NomineesDesignee”)) in their sole discretion. The Board Designee must at the time of nomination be eligible under the Delaware General Corporation Law and the rules and policies of the NEO (or any other stock exchange upon which the Common Stock is listed) to serve as a director of the Issuer. (3b) The Company shall provide written notice If the Subscribers nominate a Board Designee pursuant to Section 6(a), then so long as the Purchaser not less than 20 days prior to the record date for shareholders Subscribers own any of the Company Notes issued pursuant to receive notice this Agreement, the Issuer shall nominate such Board Designee for election as a director or for re-election as a director at the end of a shareholders meeting at which directors will be elected to each term of such Board Designee, as the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that case may be, as part of the Purchaser may be entitled to nominate in accordance with slate proposed by the terms of this Amendment Issuer that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting proxy statement (or consent solicitation or similar document) of the shareholders at which directors are Issuer relating to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) of Directors. In the event that any such Board Designee ceases to the Company Board, including soliciting proxies in favour of the election be a member of the Board Nominee(s); providedof Directors, howeverother than by reason of removal by the stockholders for cause, that the Company Subscribers may select another person as a nominee for Board Designee to fill the vacancy created thereby and, subject to the provisos in Section 6, such nominee shall not become such Board Designee and shall be required appointed to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover fill such expensesvacancy. (c) At any time that a representative of the Subscribers has been elected a member of the Board of Directors in accordance with this Section 6) If any Board Nominee ceases , the Issuer agrees to hold office as have in effect, at the expense of the Issuer, a director and officer liability insurance policy for the benefit of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her Issuer and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual representative to the Company Board to replace same extent as the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with Issuer provides such insurance covering the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and of Directors. (d) For so long as the Company shall ensure that such Board Nominee has the benefit of Subscribers own any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company BoardNotes issued pursuant to this Agreement, the Issuer shall invite a representative of the Subscribers to attend all non-executive session meetings of the Board of Directors (and of each committee of the Board of Director) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors provided that the Subscriber’s representative shall, with respect to such notices, minutes, consents and other materials, be subject to the same confidentiality obligations as directors of the Issuer are subject to.

BOARD RIGHTS. (1a) After Promptly following the resignation or terminationClosing Date, as applicableand in any event within five (5) business days following the Closing Date, Parent shall increase the size of the directors and officers Board of Directors of Parent (the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 “Parent Board of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. Directors”) by two (2) During members to eleven (11) members and, promptly following such increase, and in any event within five (5) business days following the period from the Acquisition Effective Date until the End Closing Date, shall cause Txx Xxxxxxxx to be elected or appointed to the Purchaser Board of Directors (the “Nomination Right Board Representative”), as a Class II director, and cause Sxxxxxx Xxxxxx to be elected or appointed to the Board of Directors (the “Other Board Representative” and together with the Nomination Right Board Representative, the “Board Representatives”), as a Class I director. For so long as Peloton Equity AeroCare SPV I, L.P. and SkyKnight Aero Holdings, LLC (the “Nomination Rights Holders”) or an Affiliate of the Nomination Rights Holders hold in the aggregate among them at least 35% of the Share Consideration, on an as-converted basis, issued to the Nomination Rights Holders hereunder, on an as-converted basis, the Nomination Rights Holders shall continue to have the right to nominate the Nomination Rights Board Representative. The election or appointment of the Board Representatives will be subject to satisfaction of all legal and governance requirements regarding service as a director of Parent and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that election of Sxxxxxx Xxxxxx and Txx Xxxxxxxx to serve as the Board Representatives shall be acceptable and no such approval of the Nominating and Governance Committee shall be required. Parent will reimburse the Board Representatives for their respective reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directors, in each case to the same extent provided to other non-employee directors. The Nomination Rights Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. The Nomination Rights Holders agree, upon Parent’s request, to timely provide Parent with accurate and complete information relating to the Nomination Rights Board Representative as may be required to be disclosed by Parent under the Exchange Act and the rules and regulations promulgated thereunder. The Board will not form any “executive” or similar committees that do not include the Board Representatives. Notwithstanding any rights to be granted with respect to the Board Representatives hereunder, the Board of Directors may exclude the Board Representatives from access to any Board of Directors or committee materials or information or meeting or portion thereof or written consent if the Board of Directors determines, in good faith, including the Board Representatives in discussions relating to such determination (but not requiring the affirmative vote of such Board Representatives), that such access would reasonably be expected to result in a conflict of interest with Parent; provided, that such exclusion shall be limited to the portion of the Board of Directors or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board of Directors or committee material and/or meeting that does not involve or pertain to such exclusion. 84 (b) Following the Closing Date and for so long as Peloton Equity AeroCare SPV I, L.P. and SkyKnight Aero Holdings, LLC (each an “Observer Rights Holder”) or such Observer Rights Holder’s Affiliate holds at least 35% of the Share Consideration, on an as-converted basis, issued to such Observer Rights Holder hereunder, on an as-converted basis, each such Observer Rights Holder shall have the right to nominate designate a majority non-voting observer of the Persons Board of Directors, which observer shall be an employee, investment professional or partner of such Observer Rights Holder or one of its Affiliates. The observer shall be entitled to receive notice of and have the right to attend any and all meetings of the Board of Directors, and Parent shall provide the observer with copies of all notices, minutes, consents and other material in connection therewith at the same time as such materials are distributed to members of the Board of Directors; provided, that (A) such Observer Rights Holder shall cause the observer to agree to hold in confidence all information provided to the observer pursuant hereto, (B) Parent and the Board of Directors shall have the right to withhold any information and to exclude the observer from any meeting or portion thereof (1) if doing so is, in the opinion of outside counsel to Parent, advisable or necessary to protect the attorney-client privilege between Parent and counsel or (2) if the Board of Directors determines in good faith, after consultation with outside counsel, that fiduciary requirements under applicable law would make attendance by the observer not advisable; provided, further, that, if Parent and/or the Board of Directors withhold any information or exclude the observer from any meeting pursuant to the foregoing clause (B), to the extent practicable they shall give such Observer Rights Holder notice of such withholding or exclusion and the parties shall cooperate in seeking to allow disclosure of such information in a manner that is not reasonably likely (in the good faith belief of Parent and the Board of Directors (after consultation with outside counsel)) to contravene such applicable law or cause such privilege to be waived. The observer shall have no right to vote on any matters presented to the Board of Directors. All obligations of Parent pursuant to this Section‎ 6.17(b) shall terminate with respect to an Observer Rights Holder upon such Observer Rights Holder ceasing to have the right to designate the observer pursuant to this Section‎ 6.17(b). Parent will reimburse any observer appointed pursuant to Section‎ 6.17(b) for election their respective reasonable and documented out-of-pocket expenses incurred in connection with travel to serve or from and attendance at each meeting of the Board of Directors, in each case to the same extent provided to other non-employee directors. (c) For so long as directors the Nomination Rights Holders have the right to designate or nominate the Nomination Rights Board Representative pursuant to Section ‎6.17(a), Parent and the Nominating and Governance Committee of the Board of Directors shall take such action as is required under applicable Legal Requirements or under the Charter Documents of Parent to include on the Company Board of Directors or in the slate of nominees recommended by the Board of Directors such person designated or nominated, as the case may be, by the Nomination Rights Holders pursuant to Section ‎6.17(a). Parent shall use its reasonable best efforts to have the Nomination Rights Board Representative elected as a director of Parent and Parent shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors. For so long as the Nomination Rights Holders have the right to designate or nominate the Nomination Rights Board Representative, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Nomination Rights Board Representative, the Nomination Rights Holders may designate or nominate, as applicable, another individual to be elected to fill the vacancy created thereby, and Parent hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (d) Parent shall maintain in effect at all times directors’ and officers’ indemnity insurance covering the Nomination Rights Board Representative to the same extent and on the same terms as any directors’ and officers’ indemnity insurance maintained by Parent with respect to the other non-executive members of the Board of Directors. Any directors’ and officers’ indemnity insurance shall be primary to any insurance coverage for the Nomination Rights Board Representative maintained by any other person. Upon the appointment of the Board Representatives to the Board of Directors, Parent and the Board Representatives shall enter into an indemnification agreement substantially similar to the form included as Exhibit 10.4 to Parent’s Form 10-K for the fiscal year ended December 31, 2019 (the “Board NomineesIndemnification Agreement”). (3e) The Company shall provide written notice All obligations of Parent pursuant to this Section ‎6.17 relating to the Purchaser not less than 20 days prior to Nomination Rights Board Representative shall terminate, and, upon request by the record date for shareholders Board of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meetingDirectors, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company Rights Holders shall cause the Nomination Rights Board Nominee(s) Representative to resign promptly from the Board of Directors, in each case upon the Nomination Rights Holders ceasing to have the right to designate or nominate a director pursuant to Section ‎5.1. All obligations of Parent pursuant to this Section ‎6.17 relating to the Other Board Representative shall terminate, and, upon request by the Board of Directors, the Other Board Representative will resign promptly from the Board of Directors, in each case upon the Other Board Representative ceasing to be included in the slate employed by Parent or one of nominees proposed its Subsidiaries. Any vacancy created by such resignation may be filled by the Company to Board of Directors or the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company BoardParent in accordance its Charter Documents and applicable Legal Requirements. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. Subject to Nasdaq Listing Rule 5640 (1the “Voting Rights Rule”), for so long as the Purchasers (and their Affiliates) After beneficially own the resignation or termination, as applicable, of the directors and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement AgreementShares, the Purchaser shall be entitled to designate all replacement for recommendation by the Nominating and Corporate Governance Committee of the Board and, upon such recommendation, nomination by the Board, the number of directors and officers substantially equivalent to the Purchaser’s proportional equity ownership of shares of Common Stock of the Company from time to time as set forth below (any individual designated by the Purchasers, the “Purchaser Designee”). For the avoidance of doubt, for so long as the Purchasers (and their Affiliates) as a shareholder group beneficially own a majority of voting stock of the Company, the Purchasers shall be entitled to designate a majority of directors of the Board as long as such nomination of said directors would not violate the Voting Rights Rule after consultation with Nasdaq. For the further avoidance of doubt, the said majority of directors means three directors in a five-member Board, or four directors in seven-member Board or likewise. In order to effectuate the intent of this Section 4.2, upon closing and thereafter, the Board, at all times and to the extent feasible to do so, shall be composed of an odd number of directors. Notwithstanding the foregoing, each Purchaser Designee must be reasonably acceptable to the Nominating and Corporate Governance Committee of the Board of Directors and the Board, including completion of a satisfactory background check and each Purchaser Designee shall have provided the Nominating and Governance Committee of the Board such information as the Nominating Committee customarily requests pursuant to its Subsidiaries charter then in effect or pursuant to fill the Company’s bylaws, to determine that such board designee is not otherwise disqualified by applicable Nasdaq or Commission rules or regulations from service on the Board. The Company agrees to take all necessary corporate and other actions, including increasing or reducing the size of the Board, if necessary, and filling any vacancy or available directorship by vote of the Board, to permit the designees nominated by the Purchasers to constitute the percentage of the Board substantially equivalent to such vacancies. (2) During Purchaser’s proportional equity ownership of shares of Common Stock, pursuant to the period from Company’s certificate of incorporation and bylaws. The Purchasers may not assign the Acquisition Effective Date until rights set forth in this Section 4.2. In the End Dateevent that Nasdaq informs the Company that it is not in compliance with the Voting Rights Rule as a result of the Purchaser’s rights under this Section 4.2, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of cooperate with the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before promptly remedy such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Boardnon-compliance, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required replacing or relinquishing its right to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expensesDesignee hereunder. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. (1) After the resignation or termination, as applicable, of the directors and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”).Nominees”).‌ (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals).individuals).‌ (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. From and after the Closing and until such time as the Investors, together with each of their affiliates (1) After the resignation or termination, as applicable, defined in Rule 144 of the directors and officers Securities Act), beneficially own less than the lesser of (i) 500,000 shares of Common Stock (subject to adjustment in the event of (x) any subdivision, combination or recapitalization of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 Company’s capital stock, (y) any stock dividend or split or (z) any similar event) or (ii) 10% of the Arrangement Agreementoutstanding voting securities of the Company, the Purchaser shall be entitled to designate all replacement directors and officers holders of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser Preferred Shares shall have the right to nominate a majority appoint one director (“Preferred Director”) to the Company’s Board of the Persons for election to serve as directors on Directors. The Preferred Director must be approved by the Company Board (prior to becoming a director, but the “Board Nominees”). (3) Company may not unreasonably withhold its approval. Sxxxxx X. Xxxxxx is hereby approved by the Company as a Preferred Director. The Company shall provide deliver to Juniper Venture LLC, as representative of the Investors, written notice of such rejection within fifteen (15) calendar days of receipt of notice of his or her designation. The Company’s failure to deliver such notice shall constitute the Purchaser not less than 20 days prior to the record date for shareholders Company’s waiver of the Company right set forth above to receive notice reject such Preferred Director, provided however that such would not constitute a waiver of a shareholders meeting at which directors will be elected to any rights and remedies the Company Board. Such notice will include may otherwise have to remove a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver Preferred Director pursuant to the Company, in writing, the names ’s By-Laws or Amended and Restated Certificate of Incorporation or applicable law. The holders of the Preferred Shares shall have the option in their sole discretion to irrevocably terminate the right to appoint the Preferred Director and instead have the right (during the same period) to appoint a Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence observer (the “Nomination LetterObserver”). If The Preferred Director or Observer, as the Purchaser fails to deliver the Nomination Letter case may be, shall receive timely notice of all meetings (regardless of whether he shall be excluded from such meeting as set forth below) including an agenda therefor to the Company at least 45 days before extent one is provided to the Company’s shareholders meetingBoard, the Purchaser shall be deemed to have nominated in the same Board Nominee(s) that serve manner as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the board and shall be reimbursed for all reasonable expenses incurred in connection with his attendance at each meeting. The Company Board may exclude the Observer from any scheduled meeting, or portion thereof, and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits require him to be at least as favourable as those available to all other members of the Company Board.sign a

BOARD RIGHTS. (1a) After At any time after the resignation or termination, as applicable, Effective Date when the BBA Purchasers own at least 2.5% of the directors Company’s outstanding Common Stock and officers at least 33% of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Series B1 Preferred Stock, Series B2 Preferred Stock, Series B3 Preferred Stock, Series B4 Preferred Stock purchased by them pursuant to this Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser BBA Purchasers shall have the right to nominate designate one individual to be present and participate in a majority non-voting capacity at all meetings of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders board of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at (the “Board”) or any committee thereof, including any telephonic meetings (such time (and only such individualsindividual, the “BBA Purchaser Board Observer”). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed . Any materials that are sent by the Company to the shareholders members of the Board in their capacity as such shall be sent to the BBA Purchaser Board Observer simultaneously by means reasonably designed to ensure timely receipt by the BBA Purchaser Board Observer, and the Company will give the BBA Purchaser Board Observer notice of such meetings, by the same means as such notices are delivered to the members of the Board and at the same time as notice is provided or delivered to the Board; provided, that the BBA Purchaser Board Observer agrees to hold in confidence and trust, to act in a fiduciary manner with respect to and not to disclose any information provided to or learned by the BBA Purchaser Board Observer acting in such capacity, whether in connection with the BBA Purchaser Board Observer’s attendance at meetings of the Board, in connection with the receipt of materials delivered to the Board or otherwise. Notwithstanding the provisions of this Section 6.09(b), the Company reserves the right to exclude the BBA Purchaser Board Observer from any meeting of a committee of the Board for election as directors at each any reason whatsoever, to exclude the BBA Purchaser Board Observer from any meeting of the shareholders at which directors are Board, or a portion thereof, and to be elected redact portions of any materials delivered to the BBA Purchaser Board Observer where and to the extent that the Company reasonably believes that withholding such information or excluding the BBA Purchaser Board Observer from attending such meeting of the Board. , or a portion thereof, is reasonably necessary: (5i) The to preserve attorney-client, work product or similar privilege between the Company shall use commercially reasonable efforts and its counsel with respect to cause any matter; (ii) to comply with the election terms and conditions of confidentiality agreements between the Company and any third parties; or (iii) because the Board has determined that there exists, with respect to the subject of such deliberation or such information, an actual or potential conflict of interest between the BBA Purchasers and the Company. Further, the members of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual hold executive sessions which the BBA Purchaser Board Observer may not be invited to replace him or her attend. The BBA Purchaser Board Observer shall use the same degree of care to protect the Company’s confidential and proprietary information as the Company shall promptly take all BBA Purchasers use to protect their confidential and proprietary information of like nature, but in no circumstances with less than reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold officecare. (7b) The Company covenants For purposes of this Section 6.09, ownership shall be calculated in accordance with applicable guidance published by the Principal Trading Market and agrees with shall exclude any shares underlying the Purchaser that, Warrants or other Common Stock Equivalents requiring additional payments to receive the underlying Common Stock upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director exercise or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Boardconversion.

BOARD RIGHTS. (1) After the resignation or termination, as applicable, Upon issuance of the directors and officers Series B Preferred upon conversion of the Company and its Subsidiaries effective as at Notes, the Acquisition Effective Time in accordance with Section 4.11 holders of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser Series B Preferred shall have the right to nominate a majority appoint two directors (“Preferred Directors”) to the Company’s Board of the Persons for election to serve as directors on Directors. The Preferred Directors must be approved by the Company Board (prior to becoming directors, but the “Board Nominees”). (3) Company may not unreasonably withhold its approval. The Company shall provide deliver to Juniper Venture LLC, as representative of the Investors, written notice of such rejection within fifteen (15) calendar days of receipt of notice of his or her designation. The Company’s failure to deliver such notice shall constitute the Company’s waiver of the right set forth above to reject such Preferred Directors, provided however that such would not constitute a waiver of any rights and remedies the Company may otherwise have to remove a Preferred Director pursuant to the Purchaser not less than 20 days prior to the record date for shareholders Company’s By-Laws or Amended and Restated Certificate of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meetingIncorporation or applicable law. At least 45 days before one of the Preferred Directors shall be appointed a member of the Company’s Compensation Committee, if one exists. The holders of the Series B Preferred shall have the option in their sole discretion to irrevocably terminate the right to appoint any of the Preferred Directors and instead have the right (during the same period) to appoint Board observers (“Observers”). The Preferred Directors or Observers, as the case may be, shall receive timely notice of all meetings (regardless of whether he shall be excluded from such meeting as set forth below) including an agenda therefor to the extent one is provided to the Board, in the same manner as members of the board and shall be reimbursed for all reasonable expenses incurred in connection with his attendance at each meeting. The Company may exclude the Observers from any scheduled meeting, or portion thereof, and require them to sign a non-disclosure agreement in customary form. The Company shall deliver to the Preferred Directors or Observers the minutes of each Board meeting and to the extent the Observers may have been excluded from any such meeting, redacted to remove the Purchaser will deliver information relating to such period of time during which the Observers was excluded, as soon as such minutes are distributed to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Board of Directors. The Company Board and will indemnify the Preferred Directors or Observers, as the case may be, in the same manner as its other directors, including the execution of a customary indemnification agreement. The Company shall ensure that maintain directors’ and officers’ insurance in such Board Nominee has the benefit of any director or officer insurance policy in effect for amounts as may be acceptable to the Company’s Board of Directors in their reasonable discretion, such benefits to be at least as favourable as those available to all other members of which insurance shall cover the Company BoardPreferred Directors.

BOARD RIGHTS. (a) As of the Closing Date, CBI USA, Inc. (“CBI USA”), shall have the right (but not the obligation) to nominate one (1) After representative (the resignation or termination, as applicable, “Lead Purchaser Board Designee”) to the Board of Directors of the Company (the “Board”), subject to the approval by the Board upon a satisfactory background check; provided, that such Lead Purchaser Board Designee must qualify as an “independent” director as defined under Nasdaq Listing Rule 5605(a)(2), and shall have provided the Nominating and Governance Committee of the Board (the “Nominating Committee”) such information as the Nominating Committee customarily requests pursuant to its charter then in effect or pursuant to the Company’s bylaws, to determine that such Lead Purchaser Board Designee meets the independence requirements under Nasdaq Listing Rule 5605(a)(2), and is not otherwise disqualified by applicable Nasdaq Stock Market or Commission rules or regulations from service on the Board. The Company agrees to take all necessary corporate and other actions, including increasing the size of the Board, if necessary, and filling the resulting vacancy by vote of the Board, to permit the Lead Purchaser Board Designee to be appointed or elected by the members of the Board, pursuant to the Company’s certificate of incorporation and bylaws. (b) As of the Closing Date, CBI USA shall have the right (but not the obligation) to designate one (1) individual (the “Board Observer”), to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and officers in the same manner as provided to such directors, except that the Board Observer may be excluded from access to any material, meeting or portion thereof if the Company believes, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent counsel or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit access could reasonably result in disclosure of any director trade secrets or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members a conflict of the Company Boardinterest.

BOARD RIGHTS. (1a) After Effective upon the resignation Effective Date, the BBA Purchasers, acting together, shall have the right (but not the obligation) to designate (i) one member of the board of directors (the “Board”) of the Company for so long as the BBA Purchasers collectively hold at least 4.99% of the Company’s outstanding Common Stock and at least 50% of the securities purchased by them in the Public Offering or termination(ii) two (2) members of the Board (each such designated Board member being referred to herein as a “BBA Purchaser Board Designee”) for so long as the BBA Purchasers collectively hold at least 20.0% of the Company’s outstanding Common Stock and at least 50% of the securities purchased by them in the Public Offering (the “BBA Purchaser Board Designation Right”); provided, that each such designee must qualify as an “independent” director as defined under Nasdaq Listing Rule 5605(a)(2), and each such designee shall have provided the Nominating and Governance Committee of the Board (the “Nominating Committee”) such information as the Nominating Committee customarily requests pursuant to its charter then in effect or pursuant to the Company’s bylaws, to determine that such BBA Purchaser Board Designee meets the independence requirements under Nasdaq Listing Rule 5605(a)(2), and is not otherwise disqualified by applicable Nasdaq Stock Market or Commission rules or regulations from service on the Board. The Company agrees to take all necessary corporate and other actions, including increasing the size of the Board, if necessary, and filling the resulting vacancy by vote of the Board and/or to request a vote of the shareholders of the Company, to permit each BBA Purchaser Board Designee to be appointed or elected by the members of the Board and/or shareholders, as applicable, pursuant to the Company’s Certificate of the directors Incorporation and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacanciesBylaws. (2b) During In addition, at any time after the period from the Acquisition Effective Date until when (i) the End DateBBA Purchasers own at least 2.5% of the Company’s outstanding Common Stock and at least 33% of the securities purchased by them in the Public Offering, and (ii) the BBA Purchasers do not then have the right to appoint two BBA Purchaser Board Designees, the Purchaser BBA Purchasers shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required designate one individual to be included present and participate in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names non-voting capacity at all meetings of the Board Nominees together with the information regarding or any committee thereof, including any telephonic meetings (such Board Nominees requested by the Company in accordance with the preceding sentence (individual, the “Nomination LetterBBA Purchaser Board Observer”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) Any materials that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed are sent by the Company to the shareholders members of the Board in their capacity as such shall be sent to the BBA Purchaser Board Observer simultaneously by means reasonably designed to ensure timely receipt by the BBA Purchaser Board Observer, and the Company will give the BBA Purchaser Board Observer notice of such meetings, by the same means as such notices are delivered to the members of the Board and at the same time as notice is provided or delivered to the Board; provided, that the BBA Purchaser Board Observer agrees to hold in confidence and trust, to act in a fiduciary manner with respect to and not to disclose any information provided to or learned by the BBA Purchaser Board Observer acting in such capacity, whether in connection with the BBA Purchaser Board Observer’s attendance at meetings of the Board, in connection with the receipt of materials delivered to the Board or otherwise. Notwithstanding the provisions of this Section 6.09(b), the Company reserves the right to exclude the BBA Purchaser Board Observer from any meeting of a committee of the Board for election as directors at each any reason whatsoever, to exclude the BBA Purchaser Board Observer from any meeting of the shareholders at which directors are Board, or a portion thereof, and to be elected redact portions of any materials delivered to the BBA Purchaser Board Observer where and to the extent that the Company reasonably believes that withholding such information or excluding the BBA Purchaser Board Observer from attending such meeting of the Board. , or a portion thereof, is reasonably necessary: (5i) The to preserve attorney-client, work product or similar privilege between the Company shall use commercially reasonable efforts and its counsel with respect to cause any matter; (ii) to comply with the election terms and conditions of confidentiality agreements between the Company and any third parties; or (iii) because the Board has determined that there exists, with respect to the subject of such deliberation or such information, an actual or potential conflict of interest between the BBA Purchasers and the Company. Further, the members of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual hold executive sessions which the BBA Purchaser Board Observer may not be invited to replace him or her attend. The BBA Purchaser Board Observer shall use the same degree of care to protect the Company’s confidential and proprietary information as the Company shall promptly take all BBA Purchasers use to protect their confidential and proprietary information of like nature, but in no circumstances with less than reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold officecare. (7c) The Company covenants For purposes of this Section 6.09, ownership shall be calculated in accordance with applicable guidance published by the Nasdaq Stock Market and agrees with shall exclude any shares underlying the Purchaser that, Warrants or other Common Stock Equivalents requiring additional payments to receive the underlying Common Stock upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director exercise or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Boardconversion.

BOARD RIGHTS. (1a) After the resignation or termination, For so long as applicable, Oaktree Lenders are party to this Agreement and hold not less than thirty three percent (33)% of the directors and officers principal amount of the Company Loans and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement AgreementCommitments then outstanding, the Purchaser Oaktree shall be entitled to designate all replacement directors and officers nominate one director of the Company Borrower (the “Oaktree Director”) to the Board of the Borrower and its Subsidiaries all committees of the Board of the Borrower (subject, in the case of the committees of the Board of the Borrower, to fill all NASDAQ listing requirements regarding director independence and to the independence requirements under Rules 10A-3 and 16b-3 of the Exchange Act). The Oaktree Director shall be the current director appointed by Oaktree to the Board as of the date hereof (or such vacanciesreplacement as may be nominated by Oaktree after the date hereof). The Borrower shall cause the Oaktree Director to be so appointed as of the date of the applicable nomination with respect to any Oaktree Director nominated after the date hereof. For the avoidance of doubt, the Oaktree Director shall be entitled to substantially comparable compensation for his or her service to the Borrower as the other members of the Board, including reimbursement from the Borrower for any reasonable out-of-pocket expenses incurred during the course of performing his or her duties as the Oaktree Director. (2b) During For so long as Oaktree has the period from right to designate the Acquisition Effective Date until Oaktree Director to the End DateBoard, the Purchaser it shall also have the right to appoint one observer to the Board (the “Observer”) in lieu of the Oaktree Director. The Observer shall be entitled to attend all meetings of the Board and all committees thereof in a non-voting observer capacity and to receive copies of all materials relating to the Borrower and its Subsidiaries that would have been provided to the Oaktree Director and any committee of the Board, including notices, minutes, consents (including materials provided in connection with any solicitation of written consent of the Board) and any other materials provided to the directors at the same time and in the same manner as provided to the directors; provided, that the Observer shall agree to hold such materials and information in confidence to same extent as required of the Oaktree Director. (c) The Borrower covenants and agrees that for so long as Oaktree has the right to nominate the Oaktree Director to use its best efforts to ensure that (i) the Oaktree Director is included in the Board’s slate of nominees in connection with soliciting proxies for every meeting of the stockholders of the Borrower called with respect to the election of members of the Board and (ii) each such nominee is included in the proxy statement prepared by management of the Borrower in connection with soliciting proxies for every meeting of the stockholders of the Borrower called with respect to the election of members of the Board, and at every adjournment and postponement thereof, and on every action or approval by written consent of the stockholders of the Borrower with respect to the election of members of the Board. (d) Any Oaktree Director shall hold office until his or her successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal. Any vacancy in the Board of a seat entitled to be filled by Oaktree pursuant to this Section 8.14 may be filled by Oaktree. The Oaktree Director may be removed with or without cause, in each case only by Oaktree. If at any time the Oaktree Lenders hold less than thirty three percent (33)% of the principal amount of Loans and Commitments then outstanding, the Oaktree Director may be removed from the Board by the holders of a majority of the Persons for shares of the Borrower’s common stock then entitled to vote at an election to serve as of directors on of the Company Board (the “Board Nominees”)Borrower. (3e) The Company Borrower shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts take all necessary actions to cause the election of each designee to the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expensesas contemplated by this Section 8. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. (1) After Provided that the resignation Stockholders would own 5% or termination, as applicable, more of the directors Company’s combined outstanding Class A common stock and officers Class C common stock based on the Initial Share Number, the Company hereby grants Quad-C the right to nominate a non-voting representative to the Board (an “Observer”) immediately following the Closing. If, based on the Initial Share Number, the Stockholders would own less than 5% of the Company Company’s combined outstanding Class A common stock and its Subsidiaries effective as Class C common stock at Closing, then the Acquisition Effective Time in accordance with Section 4.11 Stockholders’ ownership shall be reassessed on the Share Consideration Issuance Date, and if the Stockholders would own 5% or more of the Arrangement AgreementCompany’s combined outstanding Class A common stock and Class C common stock based on its portion of the Final Aggregate Share Consideration, the Purchaser shall be entitled to designate all replacement directors and officers of the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date, the Purchaser Stockholders shall have the right to nominate a majority an Observer immediately following the Share Consideration Issuance Date. At such time that the Stockholders’ ownership is less than 5% of the Persons for election to serve as directors on the Company Board Company’s combined outstanding Class A common stock and Class C common stock (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days and prior to the record date for shareholders Share Consideration Issuance Date, the Stockholders’ entitlement to shares on the Share Consideration Issuance Date, as implied by the Initial Share Number), the Stockholders’ right to appoint an Observer under this Section 2.8 shall be terminated. Such Observer shall have no right to vote on matters brought before the Board, the Observer’s presence shall not be necessary to establish a quorum at any meeting of the Board, and the Observer shall sign a customary confidentiality and non-compete agreement each of which shall apply to such Observer and his or her Affiliates, covering the period during which the Observer serves on the Board and for a 2-year period thereafter. The Company to receive notice of a shareholders meeting at which directors will be elected deliver to the Observer copies of all notices, minutes, consents and other board-related materials that it provides to members of the Board at the same time and in the same manner as such information is delivered to the Board, provided, that, the Company reserves to exclude the Observer from access to any meeting or any material (or, in each case, a portion thereof) in order to (i) preserve or protect attorney-client privilege, work product or similar privilege or the exercise of fiduciary duties of the Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance , (ii) comply with the terms of this Amendment that is required any confidentiality agreement (iii) manage a conflict of interest or potential conflict of interest with respect to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of particular matter or transaction under consideration by the Board Nominees together with the information regarding such Board Nominees requested and (iv) preserve confidentiality of specified classes or categories of confidential or sensitive matters determined by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals)its sole discretion. (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at each meeting of the shareholders at which directors are to be elected to the Company Board. (5) The Company shall use commercially reasonable efforts to cause the election of the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.

BOARD RIGHTS. (1a) After the resignation or termination, as applicable, As of the directors Closing Date, the Board of Directors shall consist of eight (8) directors. From and officers after the Closing Date and for so long as the Accelmed Purchaser and its Affiliates beneficially own twenty-five percent (25%) or more of the Company and its Subsidiaries effective as at Company’s outstanding Common Stock (the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement“Accelmed Rights Period”), the Accelmed Purchaser shall be entitled to designate all replacement directors and officers for appointment to the Board of Directors as a director (an “Accelmed Director”) the Company and its Subsidiaries to fill all such vacancies. lesser of (2i) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have the right to nominate a majority of the Persons for election to serve as Board of Directors, and (ii) if the Company is listed at such time on a National Exchange, the number of directors equal to: (A) the quotient of the number of shares issued and outstanding common stock then owned by the Accelmed Purchaser divided by the total number of shares of the Company common stock issued and outstanding, (B) multiplied by the total number of directors on the Board of Directors, with the number of directors rounded down, except where the result would be that the Accelmed Purchaser would own greater than 50% of the outstanding common stock of the Company and, solely as a result of such rounding down, would not be entitled to designate a majority of the total number of directors on the Board of Directors, in which case, such result would be rounded up. Initially, the Accelmed Directors shall be Xxx Xxxxxx and the Initially Designated Directors. In addition, during the Accelmed Rights Period, the Accelmed Purchaser shall be entitled to designate one (1) individual for appointment as a non-voting Board of Directors observer (an “Accelmed Observer” and, together with the Accelmed Directors, the “Board NomineesAccelmed Designees”). (3b) The Company shall provide written notice Pursuant to the Designee Letters, at Closing, the Initially Designated Directors shall be deemed the Accelmed Designees. During the period that the Accelmed Purchaser not less than 20 days prior is entitled to designate the Accelmed Designees for appointment to the record date for shareholders Board of Directors pursuant to Section 8.1(a), in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of an Accelmed Designee, the Company agrees to take at any time and from time to time all commercially reasonable actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Accelmed Purchaser may be entitled to nominate designated in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver to the Company, in writing, the names of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”). If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals)Section 8.1. (4c) The During the period that the Accelmed Purchaser is entitled to designate Accelmed Directors for appointment to the Board of Directors pursuant to Section 8.1(a), the Company shall cause the Board Nominee(s) to be included include in the slate of nominees proposed recommended by the Company to the shareholders for election as directors Board of Directors, at each meeting all of the shareholders Company’s applicable annual or special meetings of stockholders at which directors are to be elected to (or in any written consent for election of directors), the Company Board. (5) The Accelmed Directors designated in accordance with this Section 8.1, and the Company shall use commercially its reasonable best efforts to cause the election of such Accelmed Directors to the Board Nominee(sof Directors, in connection therewith. (d) In the event that the aggregate ownership of Common Stock of the Accelmed Purchaser and its Affiliates falls below the applicable threshold set forth in Section 8.1(a), the Accelmed Designees shall immediately tender their resignation as a director and an observer, as applicable, and the Company may take all commercially reasonable actions within its control to cause the removal of such Accelmed Designees. (e) Notwithstanding anything to the Company Boardcontrary in this Section 8.1, the appointment and service of any such Accelmed Designee on the Board of Directors, whether as a director or observer, as applicable, shall be subject to and conditioned upon: (i) such Accelmed Designees providing all such information (including information necessary to determine the nominee’s independence status under various requirements and institutional investor guidelines as well as information necessary to determine any disclosure obligations of the Company) as the Board of Directors may reasonably request, including soliciting proxies all information required to be disclosed for directors, candidates for directors and their respective Affiliates in favour a proxy statement or other filing in accordance with applicable Law or any stock exchange rules or listing standards. For the avoidance of doubt, the Company acknowledges that the requirements of this Section 8.1(e) has been satisfied as of the election date of this Agreement with respect to the Board Nominee(s); provided, however, that the Initially Designated Directors. (f) The Company shall not be required to engage a proxy solicitation agent reimburse the Accelmed Designees (or otherwise spend the employer of such Accelmed Designees, if applicable) for all reasonable travel and other reasonable and documented out-of-pocket amounts in respect expenses related to his or her role as such and relating to the performance of his or her duties on the Board of Directors, as applicable, on the same terms as other members of the foregoing unless Board of Directors. At any time that an Accelmed Director serves as a member of the Purchaser previously provides Board of Directors, the Company with sufficient amounts agrees to cover have in effect, at the expense of the Company, a director and officer liability insurance policy for the benefit of the Company and such expensesAccelmed Director to the same extent as the Company provides such insurance covering the other members of the Board of Directors. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7g) The Company covenants hereby acknowledges that, in addition to the rights provided to the Accelmed Designees pursuant to the Company’s Amended and agrees Restated Certificate of Incorporation and Bylaws and any indemnification agreements that such Accelmed Designees may enter into with the Company from time to time (collectively, the “Indemnification Obligations”) (as beneficiaries of any such rights the Accelmed Designees are herein referred to as a “Board Indemnitee”), the Board Indemnitees may have certain rights to indemnification and/or advancement of expenses provided by, and/or insurance obtained by, the Accelmed Purchaser or its Affiliates, whether now or in the future (collectively, the “Affiliate Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Obligations or this Agreement, the Company hereby agrees that, upon with respect to its indemnification and advancement obligations to any Accelmed Designee under the Indemnification Obligations, the Company (i) is the indemnitor of first resort (i.e., its obligations to indemnify the Board NomineeIndemnitees are primary and any obligation of the Affiliate Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Board Indemnitees (or any Affiliate thereof) is secondary and excess), (ii) shall be required to advance the full amount of expenses incurred by each Board Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by each Board Indemnitee or on such Person’s election behalf, in each case, to the extent legally permitted and required by the Indemnification Obligations, without regard to any rights such Board Indemnitees may have against the Affiliate Indemnitors or their insurers, and (iii) irrevocably waives, relinquishes and releases the Affiliate Indemnitors and such insurers from any and all claims against the Affiliate Indemnitors or such insurers for contribution, by way of subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company Boardagrees that in the event that any Affiliate Indemnitor or its insurer should advance any expenses or make any payment to a Board Indemnitee for matters for which the Company is required to advance expenses or indemnify a Board Indemnitee pursuant to the Indemnification Obligations, the Company shall provide reimburse such Affiliate Indemnitor or insurer to the extent of its obligations under the Indemnification Obligations. The Company agrees that the Board Nominee with an indemnity on Indemnitees are third party beneficiaries of this Section 8.1(g), able to enforce this Section 8.1(g) according to its terms at least as favourable to such Board Nominee as those provided to all if a party hereto. Nothing contained in the Indemnification Obligations shall limit the scope of this Section 8.1(g) or the other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy terms set forth in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Boardthis Agreement.

BOARD RIGHTS. (1) After the resignation 3.1 If all or termination, as applicable, a portion of the directors Warrants are exercised, and officers of the Company and its Subsidiaries effective as at the Acquisition Effective Time in accordance with Section 4.11 of the Arrangement Agreement, if the Purchaser shall be entitled (together with its Affiliates) holds 5 million shares of Common Stock or more (as adjusted to designate all replacement directors and officers of reflect any stock split, stock dividend or similar transaction) (the Company and its Subsidiaries to fill all such vacancies. (2) During the period from the Acquisition Effective Date until the End Date"Director Minimum Amount"), the Purchaser shall have the right to nominate a majority of the Persons for election to serve as directors on the Company Board (the “Board Nominees”). (3) The Company shall provide written notice to the Purchaser not less than 20 days prior to the record date for shareholders of the Company to receive notice of a shareholders meeting at which directors will be elected to the Company Board. Such notice will include a reasonably detailed request for information regarding any Board Nominees that the Purchaser may be entitled to nominate in accordance with the terms of this Amendment that is required to be included in a proxy statement of the Company in respect of the meeting. At least 45 days before such meeting, the Purchaser will deliver appoint two individuals to the Company's Board of Directors. For the avoidance of doubt, in writingsuch individuals must qualify for such election under the Company's certificate of incorporation and by-laws, and applicable law. 3.2 Upon written notice from the Purchaser, the names Company and its Board of Directors shall promptly take such actions as shall be deemed necessary to promptly appoint such individuals to the Board of Directors, including by acting by majority vote of the Board Nominees together with the information regarding such Board Nominees requested by the Company in accordance with the preceding sentence (the “Nomination Letter”)to fill vacancies. If the Purchaser fails to deliver the Nomination Letter to the Company at least 45 days before the Company’s shareholders meeting, the Purchaser shall be deemed to have nominated the same Board Nominee(s) that serve as directors of the Company at such time (and only such individuals). (4) The Company shall cause the Board Nominee(s) to be included in the slate of nominees proposed by the Company to the shareholders for election as directors at At each subsequent annual or special meeting of the shareholders at which directors are to be elected (or any written consent obtained for the purpose of electing directors), the Company and/or the Board of Directors shall recommend that the shareholders elect such individuals to the Company BoardBoard of Directors, in the same manner as any other nominees. If the Company's Board of Directors consists of two or more classes of directors, the Purchaser's nominees shall be appointed to different classes. (5) 3.3 The Company shall use commercially reasonable efforts not amend its certificate of incorporation or by-laws in any manner as to limit the implementation of this Section 3. 3.4 If the ownership of the Company's outstanding shares subsequently declines below the Director Minimum Amount, the Purchaser and its Affiliates, upon the written request of the Company, shall take such action to cause the election individuals that it has selected to serve on the Company's Board of Directors to promptly resign. The Company may secure written agreements of such directors to do so as a condition to their joining the Board Nominee(s) to the Company Board, including soliciting proxies in favour of the election of the Board Nominee(s); provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expensesDirectors. (6) If any Board Nominee ceases to hold office as a director of the Company for any reason, the Purchaser shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all reasonable steps as may be necessary to appoint such individual to the Company Board to replace the Board Nominee who has ceased to hold office. (7) The Company covenants and agrees with the Purchaser that, upon any Board Nominee’s election to the Company Board, the Company shall provide such Board Nominee with an indemnity on terms at least as favourable to such Board Nominee as those provided to all other members of the Company Board and the Company shall ensure that such Board Nominee has the benefit of any director or officer insurance policy in effect for the Company, such benefits to be at least as favourable as those available to all other members of the Company Board.