Common use of Replacement Rights Clause in Contracts

Replacement Rights. If, from the Effective Date until the Termination Date, either (i) the First New Director is unable to serve as a director, or otherwise no longer serves on the Board, due to death, serious illness or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) or (ii) the Second New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reason, the Stockholder Parties shall identify a Replacement; provided, however, that if any Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement of the First New Director, is unable or no longer serves as a director for any reason, then the Stockholder Parties shall identify a Replacement. Any Replacement(s) identified pursuant to this Section 1(e) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulations, and such Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent with its fiduciary duties. Any Replacement(s) appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees of the Board of which the New Director (or any Replacement) being replaced (the “Former Director”) was a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld), the Stockholder Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders.

Replacement Rights. If, from the Effective Date until the Termination Date, either (i) During the First New Standstill Period, if the Investor Affiliated Director is unable or unwilling to serve as a director, or otherwise no longer serves on the Board, due to death, serious illness or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) or (ii) the Second New Director (or any Replacement(sbecomes unaffiliated with Investor)) designated by the Stockholder Parties is unable or no longer serves , resigns as a director for any reason, the Stockholder Parties shall identify (other than a Replacement; provided, however, that if any Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement of the First New Directorresignation made pursuant to Section 1(g)(iii)), is unable or no longer serves removed as a director for any reasonprior to the expiration of the Standstill Period, then the Stockholder Parties shall identify and at such time a Replacement. Any Replacement(sMinimum Ownership Event (as hereinafter defined) identified pursuant to has not occurred and Investor has not committed a material breach of this Section 1(e) Agreement, Investor shall have relevant financial and business experience and qualify as “independent” pursuant the ability to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulations, and such Replacement shall be expeditiously appointed to the Boardname a replacement director, subject to the approval (consent of the Company, not to be unreasonably withheldwithheld (any such replacement director shall be referred to as the “Investor Replacement Director”). Any Investor Replacement Director named by Investor shall be required to (A) by qualify as an “independent director” under the Nominating applicable rules of NYSE and Corporate Governance Committee the rules and regulations of the Board SEC and (B) satisfy the “Nominating Committee”), after conducting a good faith customary due diligence process guidelines and consistent policies with its fiduciary duties. Any Replacement(s) appointed respect to service on the Board in accordance with this Section 1(e) applicable to all non-management directors. Subject to applicable rules of NYSE and the rules and regulations of the SEC, the Board and all applicable committees thereof shall be appointed take all necessary actions to appoint any Investor Replacement Director to any applicable committees committee of the Board of which the New Investor Affiliated Director (or any Replacement) being replaced (the “Former Director”) was a member immediately prior to such directorInvestor Affiliated Director’s resignation or removal. Any rights or obligations ; provided that such Investor Replacement Director is qualified to serve on any such committee of the Board Board. The terms and conditions applicable to the Stockholder Parties Investor Affiliated Director under this Agreement shall apply to any such Investor Replacement Director as provided if such person were the Investor Affiliated Director. Following the appointment of any Investor Replacement Director to replace the Investor Affiliated Director in accordance with this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld1(f)(i), all reference to the Stockholder Parties shall have Investor Affiliated Director or the right to propose additional Replacements for consideration, and the provisions of this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, Directors herein shall be deemed to include any Investor Replacement Director (it being understood that this sentence shall apply whether or not references to the Investor Affiliated Director expressly state that they include any Investor Replacement who replaces Director). If at any time a Minimum Ownership Event occurs, the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated right of Investor pursuant to this Section 1(e1(f)(i) replacing to name an Investor Replacement Director to fill the vacancy caused by the resignation or removal of the Investor Affiliated Director shall automatically terminate. Prior to the appointment of any Investor Replacement Director to the Board, the Investor Replacement Director will submit to the Company the information, documentation and acknowledgements set forth in clause (iv) of Section 1(g) hereof. (ii) During the Standstill Period, if a Minimum Ownership Event has not occurred and if either of the New Directors, other than the Investor Affiliated Director, ceases to serve as a director of the Company for any reason, the Company shall seek to appoint a replacement director, through the Board’s normal processes (any such replacement nominee shall be referred to as the “New Director prior Replacement Director”) and, together with any Investor Replacement Director, a “Replacement Director”) and the Nominating, Governance and Sustainability Committee will invite Investor to submit names of candidates to be considered pursuant to such process. Any New Director Replacement Director shall have similar skillsets as the mailing applicable New Director being replaced. (iii) During the Standstill Period, if a Minimum Ownership Event has not occurred and a director other than the New Directors ceases to serve as a director of the Company for any reason, the Board, through its normal processes, may, in its sole discretion, seek to replace such departing director with a new independent director (unless such departing director is the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replacedChief Executive Officer, in which case the Company’s director nominee slate for replacement shall be the then upcoming annual meeting of stockholdersincoming Chief Executive Officer, but (ii) prior to mailing unless determined otherwise by the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholdersBoard).

Replacement Rights. IfIf the Starboard Designee (or his or her Starboard Replacement Director (as defined below), from the Effective Date until the Termination Date, either (iif applicable) the First New Director is unable or unwilling to serve as a director, resigns as a director or otherwise no longer serves is removed as a director during the Standstill Period, and at such time Starboard has combined beneficial and economic ownership in the aggregate of at least three percent (3.0%) of the Company’s then outstanding Common Stock (the “Minimum Ownership Threshold”), Starboard shall have the ability to recommend a substitute director(s) in accordance with this Section 1(j) (any such replacement nominee shall be referred to as the “Starboard Replacement Director”). Any Starboard Replacement Director recommended by Starboard must meet the following criteria: (1) such person will qualify as “independent” pursuant to NYSE listing standards and (2) such person has the relevant financial and business experience to be a director of the Company and, with regard to a Starboard Replacement Director, to replace the Starboard Designee (or any Starboard Replacement Director, if applicable), and (3) such person meets the publicly disclosed guidelines and policies with respect to service on the BoardBoard as in effect as of the date of this Agreement (the “Corporate Governance Guidelines and Policies”), due to deathin each case, serious illness or disabilityas reasonably determined by the Nominating Committee (clauses (1)-(3), the Stockholder Parties “Replacement Criteria”). The Nominating Committee shall identify a replacement director make its determination and recommendation regarding whether such person meets the Replacement Criteria within five (a “Replacement”5) or business days after the later of (i) such nominee having submitted to the Company the documentation required by Section 1(l)(v) herein and (ii) representatives of the Second New Nominating Committee having conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated in this Section 1(j) as promptly as practicable, but in any case, assuming reasonable availability of the nominees, within ten (10) business days, after Starboard’s submission of such nominees to the Nominating Committee. In the event the Nominating Committee does not accept a substitute person recommended by Starboard as the Starboard Replacement Director (or any Replacement(s)as a result of such person not meeting the Replacement Criteria, Starboard shall have the right to recommend additional substitute person(s) designated meeting the Replacement Criteria whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director nominee by the Stockholder Parties is unable or no longer serves as a director for any reasonNominating Committee, the Stockholder Parties Board shall identify a Replacementvote on the appointment of such Starboard Replacement Director to the Board no later than five (5) calendar days after the Nominating Committee recommendation of such Starboard Replacement Director; provided, however, that if any the Board does not elect such Starboard Replacement of a director, who had himself or herself replaced Director to the First New Director or the initial Replacement of the First New Director, is unable or no longer serves Board as a director for any reasonresult of such person not meeting the Replacement Criteria, then the Stockholder Parties shall identify a Replacement. Any Replacement(s) identified pursuant continue to follow the procedures of this Section 1(e1(j) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock until a Starboard Replacement Director is listed for trading) and SEC rules and regulations, and such Replacement shall be expeditiously appointed to the Board, subject ; provided further that the selection and appointment of any person as the Starboard Replacement Director as provided in this Agreement complies with each of Texas and New York insurance regulatory laws. Upon a Starboard Replacement Director’s appointment to the approval (not to be unreasonably withheld) by Board, the Nominating Board and Corporate Governance Committee all applicable committees of the Board (the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent with its fiduciary duties. Any Replacement(s) appointed shall take all necessary actions to the Board in accordance with this Section 1(e) shall be appointed appoint such Starboard Replacement Director to any applicable committees committee of the Board of which the New Director (or any Replacement) being replaced (the “Former Director”) director was a member immediately prior to such director’s resignation or removal. Any rights If at any time Starboard’s aggregate beneficial and economic ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of Starboard pursuant to this Section 1(j) to participate in the recommendation of a Starboard Replacement Director to fill the vacancy caused by the resignation or removal of the Starboard Designee or any Starboard Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event that Starboard fails to comply with its obligations in Section 1(l)(iii) prior to the 2017 Annual Meeting, the Company shall not be required to nominate, recommend, support or solicit proxies for the election of the Starboard Designee (or the Starboard Replacement Director, as applicable) to the Board at the 2017 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, if during the Standstill Period (1) the Starboard Designee (or his Starboard Replacement Director, if applicable) has resigned or been removed as a director, (2) a Starboard Replacement Director has not yet been appointed to the Board and (3) Starboard’s aggregate beneficial and economic ownership of Common Stock meets the Minimum Ownership Threshold, then neither the Nominating Committee nor the Board shall take any actions in furtherance of the selection, recommendation and appointment of the New Independent Director(s) until a Starboard Replacement Director is appointed to the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld), the Stockholder Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholdersCommittee.

Replacement Rights. If(i) If (A) during the 120-day period commencing on the Effective Date, a New Director is unable to serve as a director due to death or disability and ceases to be a director or (B) during the period from the 121st day following the Effective Date until the Termination Date, either any New Director ceases to be a director for whatever reason (iother than due to a violation of any applicable law or the Charter, Bylaws or other Company Policy), then a replacement (a “Replacement Director”) the First for such New Director shall be identified and appointed as follows: (1) If such New Director is unable an Initial New Director, then the Replacement Director shall be selected by the Board from the remainder of the Donerail Slate (other than Xxxxxxx Xxxxx); provided, that if no member of the Donerail Slate (other than Xxxxxxx Xxxxx) is available to serve be appointed, then Donerail Group may propose a list of at least three (3) but no more than five (5) new candidates satisfying the criteria set forth in Section 1(a)(v) and the Board shall select one of the candidates as a directorthe Replacement Director; (2) If such New Director is the Fourth New Director, then Donerail Group may propose one or otherwise no longer serves on more candidates satisfying the criteria set forth in Section 1(a)(v) and the Board shall select one of the candidates as the Replacement Director; provided, that, for the avoidance of doubt, the candidates proposed by Donerail Group may, but do not have to, be affiliated with Donerail Group; or (3) If such New Director is the Fifth New Director, then the Replacement Director shall be identified and appointed pursuant to the terms and procedure set forth in Section 1(a)(iv). Any candidate for Replacement Director shall be subject to the reasonable approval of the Nominating Committee and the Board, due which approval shall occur as soon as practicable following the identification of the candidate and shall not be unreasonably withheld, conditioned or delayed, and such Replacement Director shall be appointed to death, serious illness the Board within five (5) Business Days after the Nominating Committee and the Board have approved of such candidate. In the event the Board or disabilitythe Nominating Committee determines in good faith not to approve any Replacement Director proposed by the Donerail Parties, the Stockholder Parties shall identify follow the same procedure set forth in this Section 1(c)(i) until a replacement director Replacement Director is appointed to the Board. Any Replacement Director appointed to replace a New Director shall be treated as a New Director for all purposes of this Agreement and shall have the same classification (Initial New Director, Fourth New Director, or Fifth New Director) as such New Director. For example, a “Replacement”) or (ii) the Second Replacement Director appointed to replace an Initial New Director (or any Replacement(s)a Replacement Director thereof) designated by the Stockholder Parties is unable or no longer serves shall be treated as a director for any reason, the Stockholder Parties shall identify a Replacement; provided, however, that if any Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement of the First an Initial New Director, is unable or no longer serves as a director for any reason, then the Stockholder Parties shall identify a Replacement. . (ii) Any Replacement(s) identified pursuant to this Section 1(e) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulations, and such Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent with its fiduciary duties. Any Replacement(s) Director appointed to the Board in accordance with this Section 1(e1(c) shall be appointed to any applicable committees committee of the Board of which the New Director (or any Replacement) being replaced (the “Former Director”) director was a member immediately prior to such director’s resignation or removal. Any rights or obligations ceasing to serve on the Board; provided, that as a condition to such appointment, a Replacement Director shall possess the necessary qualifications to serve on the applicable committee of the Board Board. (iii) The Donerail Parties shall not in any way seek to procure or influence the resignation of any New Director (or Replacement Director), and the Stockholder Parties as provided in any violation of this Section 1(e1(c)(iii) will be deemed a material breach by the Donerail Parties and will entitle the Company to terminate this Agreement pursuant to Section 10(a). (iv) This Section 1(c) (other than Section 1(c)(iii)), including Donerail Group’s right to participate in the identification of Replacement Directors, shall terminate when irrevocably if the Stockholder Donerail Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld), the Stockholder Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replacedown, in the Company’s director nominee slate for aggregate, at least 2.0% of the then upcoming annual meeting outstanding shares of stockholdersCommon Stock. Each time Donerail Group exercise its right to participate in the identification of Replacement Directors under this Section 1(c), but (ii) prior it shall provide evidence reasonably satisfactory to mailing the Company’s definitive proxy statement for Company that the Company’s applicable annual meeting Donerail Parties have beneficially owned since the Effective Date and beneficially own at that time, in the aggregate, at least 2.0% of stockholdersthe outstanding shares of Common Stock.

Replacement Rights. If, from the Effective Date until the Termination Date, either (i) the First New Director (or any Replacement) is unable to serve serve, or no longer serves, as a director, or otherwise no longer serves director on the Board, due to death, serious illness or disabilityBoard for any reason, the Stockholder Lakeview Parties shall identify a replacement director (a “Replacement”) or (ii) the Second using a procedure and methodology substantially similar to that used to identify such New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reason, the Stockholder Parties shall identify a ReplacementDirector; provided, however, that if any Replacement of a directorNew Director, who had himself or herself replaced the First such New Director or the initial Replacement of the First such New Director, is unable to serve, or no longer serves serves, as a director on the Board for any reason, then the Stockholder Lakeview Parties shall identify a ReplacementReplacement using a procedure and methodology substantially similar to that used to identify such New Director. Any Replacement(s) identified pursuant to this Section 1(e1(c) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq the New York Stock Market LLCExchange’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for tradingtrading at such time) and SEC rules and regulations, and such Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent with its fiduciary duties. Any Replacement(s) appointed to the Board in accordance with this Section 1(e1(c) shall be appointed to any applicable committees of the Board of which the applicable New Director (or any Replacement) being replaced (the “Former Director”) was a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and the Stockholder Lakeview Parties as provided in this Section 1(e1(c) shall terminate when the Stockholder Lakeview Parties in the aggregate cease to beneficially own at least ten percent (10.0%) 2.0% of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party the Lakeview Parties (with such approval by the Nominating Committee not to be unreasonably withheld), the Stockholder Lakeview Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(e1(c) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement who replaces the applicable Former New Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e1(c) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shareholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders.

Replacement Rights. If, from the Effective Date until the Termination Date, either (i) the First New Director is unable to serve serve, or no longer serves, as a director, or otherwise no longer serves director on the Board, Board due to death, serious illness death or disability, the Stockholder Parties shall identify then a replacement director replacing such New Director (a “Replacement”) or (ii) shall be identified and chosen in the Second same manner and pursuant to the same terms and procedures used to identify such New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reason, the Stockholder Parties shall identify a ReplacementDirector; provided, however, that if any Replacement of a directorNew Director, who had himself or herself replaced the First such New Director or the initial Replacement of the First such New Director, is unable to serve, or no longer serves serves, as a director for any reasonon the Board due to death or disability, then a Replacement shall be identified and chosen in the Stockholder Parties shall same manner and pursuant to the same terms and procedures used to identify a Replacementsuch New Director. Any Replacement(s) identified pursuant to this Section 1(e1(c) shall have relevant financial and business experience and qualify as an “independentIndependent Director,” pursuant to The Nasdaq as defined in the New York Stock Market LLC’s listing standards Exchange American Listed Company Manual (or applicable requirement independence definition of such other national securities exchange designated as the primary market on which the Common Stock is listed for tradingtrading at such time) and SEC rules and regulations, and such Replacement shall be expeditiously appointed to the Board, subject to the approval recommendation (not to be unreasonably withheld) by of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent with its fiduciary duties. Any Replacement(s) appointed to the Board in accordance with this Section 1(e1(c) shall be appointed to any applicable committees of the Board of which the applicable New Director (or any Replacement) being replaced (the “Former Director”) was a member immediately prior to such directorFormer Director’s resignation or removalresignation. Any rights or obligations of the Board and the Stockholder Parties Red Oak as provided in this Section 1(e1(c) shall terminate (i) with respect to the First New Director, when Red Oak’s aggregate beneficial ownership fails to equal or exceed the Stockholder Parties in Higher Ownership Threshold and (ii) with respect to the Second New Director, when Red Oak’s aggregate cease beneficial ownership fails to beneficially own at least ten percent (10.0%) of equal or exceed the Company’s then outstanding Voting SecuritiesLower Ownership Threshold. In the event the Nominating Committee determines in good faith not to appoint recommend the appointment of any Replacement(s) proposed by a Stockholder Party Red Oak (with such approval recommendation by the Nominating Committee not to be unreasonably withheld), the Stockholder Parties Red Oak shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(e1(c) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement person who replaces the applicable Former New Director or any succeeding Replacement consistent with this Section 1(c), in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders.

Replacement Rights. If, from If during the period between the Effective Date until and the Termination DateDate (as defined below), the Investor Parties satisfy the Minimum Ownership Threshold, and either (i) the First New Director is unable to serve as a director, or otherwise no longer serves on the Board, Board due to death, serious illness death or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) disability or (ii) the Second New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director to serve on the Board for any reason, then the Stockholder Investor Parties shall identify be entitled to designate a candidate to replace either the First New Director or the Second New Director, as applicable (a “Replacement”), and such Replacement shall be promptly appointed to the Board, but no later than five Business Days after the Board has approved of such candidate (with such approval not to be unreasonably withheld, conditioned or delayed), subject to the criteria and procedures detailed below; provided, however, that if any Replacement of a director, who had himself or herself replaced for the First Second New Director shall not be a current or the initial Replacement former employee, officer, director or partner or immediate family member of the First New Director, is unable Investor Parties or no longer serves as a director for any reason, then the Stockholder Parties shall identify a Replacementof their Affiliates. Any Replacement(s) Replacement identified pursuant to this Section 1(e1(c) shall have relevant financial satisfy the independence standards of Nasdaq, the requirements of the Charter, the Bylaws and business experience the Company’s other governance documents and qualify as “independent” pursuant to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulationspolicies, and such Replacement shall be expeditiously any applicable law. As a condition to being appointed to the Board, subject any Replacement shall have participated in reasonable customary procedures for all new director candidates. Such procedures shall include, (A) providing information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed and executed copy of the D&O Questionnaire, (B) agreeing to comply at all times with the Company Policies, (C) having consented to an appropriate background check, (D) participating in an interview by, and receiving a favorable recommendation from, the Nominating Committee and (E) to the approval (not to be unreasonably withheld) by extent the Nominating and Corporate Governance Committee other members of the Board (the “Nominating Committee”)request, after conducting a good faith customary due diligence process and consistent meeting with its fiduciary duties. Any Replacement(s) appointed to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees all other members of the Board Board; provided, that the Company shall use reasonable best efforts to conclude the foregoing procedures within ten (10) business days of which having a candidate identified by the New Director (or any Investor Parties to serve as a Replacement) being replaced (the “Former Director”) was a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) Replacement proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld)Investor Parties, the Stockholder Investor Parties shall have the right will be entitled to propose additional Replacements for consideration, and the provisions of this Section 1(e1(c) shall continue to apply. All Following the appointment of a Replacement, all references to “New Director,” for purposes of in this Agreement, to the extent applicable to such New Director but for his or her departure from the Board, shall be deemed references to the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholdersinstead.

Replacement Rights. If, from If the Effective Date until the Termination Date, either Stockholder Nominee (ior any Replacement Nominee) the First New Director is unable or unwilling to serve as a director, resigns as a director or otherwise no longer serves on is removed as a director during the Restricted Period, and at such time the Xxxxxxx Parties have economic exposure, in the aggregate, comparable to an interest in at least 5.0% of the shares of Common Stock outstanding (the “Minimum Ownership Threshold”), the Xxxxxxx Parties shall have the ability to select a substitute person for appointment to the Board, due provided that such person shall be reasonably acceptable to death, serious illness or disability, the Stockholder Nominating Committee (such acceptance not to be unreasonably withheld) (any such replacement nominee shall be referred to as a “Replacement Nominee”). The Parties shall use their best efforts to identify a replacement director any Replacement Nominee, and the Board and all applicable committees and subcommittees thereof shall take all necessary actions to appoint any Replacement Nominee to the Board, as promptly as practicable. If at any time the Xxxxxxx Parties’ aggregate economic exposure decreases to less than the Minimum Ownership Threshold, (a “Replacement”) or (iii) the Second New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reason, the Stockholder Parties shall identify a Replacement; provided, however, that if any Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement right of the First New Director, is unable or no longer serves as a director for any reason, then the Stockholder Xxxxxxx Parties shall identify a Replacement. Any Replacement(s) identified pursuant to this Section 1(e) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq Stock Market LLC’s listing standards participate in the selection of a Replacement Nominee to fill the vacancy caused by any resignation or removal of the Stockholder Nominee (or applicable requirement of any Replacement Nominee) shall automatically terminate, (ii) if at such other national securities exchange designated as time, the primary market on which Stockholder Nominee is employed by the Common Stock is listed for trading) Xxxxxxx Parties or their Affiliates and SEC rules and regulations, and such Replacement shall be expeditiously has already been appointed to the Board, subject the Stockholder Nominee must immediately resign from the Board and all applicable committees and subcommittees of the Board, and (iii) if at such time, the Termination Event has not yet occurred, the obligations of the Company to (x) set the approval (not to be unreasonably withheld) by the Nominating and Corporate Governance Committee size of the Board at ten (10) members during the “Nominating Committee”), after conducting a good faith customary due diligence process Restricted Period pursuant to Sections 1(a) and consistent with its fiduciary duties. Any Replacement(s1(f) appointed and (y) appoint the Nominees to the Board in accordance with this pursuant to Section 1(e1(a) shall be appointed to any applicable committees of the Board of which the New Director (or any Replacement) being replaced (the “Former Director”) was a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securitiesautomatically terminate. In the event that any Additional Nominee is unable or unwilling to serve as a director, resigns as a director or is removed as a director during the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with Restricted Period and if at such approval by time the Nominating Committee not to be unreasonably withheld)Xxxxxxx Parties have aggregate economic exposure that meets the Minimum Ownership Threshold, then the Stockholder Xxxxxxx Parties shall have the right to propose additional Replacements privately suggest any replacement for considerationsuch Additional Nominee, and the provisions of this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, which suggestion shall be deemed references to duly considered by the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholdersBoard.

Replacement Rights. If, from If the Effective Date until the Termination Date, either (i) the First New Director is unable to serve as a director, or otherwise no longer serves on director of the Board, Company due to deathdisability and resigns as a director of the Company, serious illness or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) or (ii) the Second New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reasonof the Company due to death, in either case, during the Stockholder Parties Cooperation Period, Bandera shall be permitted to privately identify a Replacement; providedreplacement candidate who meets the Director Criteria (a “Replacement Nominee”) and, howeveras long as (i) neither Bandera nor any of Bandera’s controlxxx Xxxiliates or Rxxxxxxxtatives are in breach of this Agreement (and such breach has not been cured within five (5) days after written notice has been delivered by the Company to Bandera of such breach), (ii) the Replacement Nominee provides to the Company all information concerning the Replacement Nominee that if the Company is required to include in its proxy statement in connection with the election of directors at an annual meeting of stockholders, (iii) the Replacement Nominee agrees to comply with the Company Policies (as defined below), (iv) the Replacement Nominee agrees that the he or she is not, and during the Cooperation Period will not, become a party to any Replacement of a directoragreement, who had himself arrangement or herself replaced the First New Director understanding (whether written or the initial Replacement of the First New Director, is unable oral) with any other Person with respect to his or no longer serves her service as a director for of the Company, including any reasonsuch agreement, then arrangement or understanding with respect to how such Replacement Nominee should or would vote or act on any issue or question as a director of the Stockholder Parties shall identify a Replacement. Any Replacement(s) identified pursuant to this Section 1(e) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulationsCompany, and such (v) the Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) Nominee has been approved by the Nominating and Corporate Governance Committee of and/or the Board (the “Nominating Committee”), after conducting a good exercising their good-faith customary due diligence process review and consistent with the fiduciary duties owed to the Company and its fiduciary duties. Any Replacement(s) stockholders, the Replacement Nominee shall be appointed to fill the vacancy created by the aforesaid resignation or death of the New Director (any Replacement Nominee so appointed as a director of the Company, a “Replacement Director”), it being understood that Bandera may continue to propose privxxxxx xdditional Replacement Nominees in the event an identified Replacement Nominee is not approved by the Nominating Committee and/or the Board in accordance with this Section 1(ethe foregoing clause (v) shall be until a Replacement Nominee is appointed to any applicable committees the Board to fill the vacancy created by the aforesaid resignation or death of the Board of which the New Director (or any Replacement) being replaced (the “Former Director”) was . If a member immediately prior Replacement Nominee is appointed to such director’s resignation or removal. Any rights or obligations of the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld), the Stockholder Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a 1(c), all references in this Agreement to the New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless include such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholdersas applicable.

Replacement Rights. If, from From and after the Effective Date date hereof and until the Termination DateDate (as defined below), either Bxxxxx and the Board (ior any applicable committees of the Board), in accordance with its fiduciary duties, shall mutually select a replacement nominee to the Board (the “Replacement Nominee”) for the First New Independent Director if the New Independent Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or otherwise no longer serves on the Board, due ceases to death, serious illness or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) or (ii) the Second New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as be a director for any reason, and if, at such time, Bxxxxx (including for this purpose any funds and accounts with respect to which (x) one or more members of Bxxxxx are the Stockholder Parties only general partners or managing members or act as the only investment managers and (y) voting power or investment power (within the meaning of Rule 13d-3 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are not delegated to or shared with any person or entity other than a member of Bxxxxx or any of its controlled Affiliates (as defined below) collectively holds a “net long position” of all of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock) owned by such persons as of the date of this Agreement (the “Minimum Ownership Requirement”) (and Bxxxxx shall identify a Replacement; contemporaneously notify the Company at such time as Bxxxxx’x Minimum Ownership Requirement is no longer met), provided, howeverthat, that if any Bxxxxx’x proposed Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement of the First New Director, Nominee is unable or no longer serves as a director for any reason, then the Stockholder Parties shall identify a Replacement. Any Replacement(s) identified pursuant to this Section 1(e) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulations, and such Replacement shall be expeditiously appointed not reasonably acceptable to the Board, subject Bxxxxx and the Board shall continue to the approval (not work together to be unreasonably withheld) mutually select a Replacement Nominee until such a Replacement Nominee is accepted and appointed by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent in accordance with its fiduciary duties. Any Replacement(s) appointed The Replacement Nominee shall, if applicable, as a condition to the Board in accordance with this Section 1(e) shall be appointed to any applicable committees New Independent Director’s nomination for election as a director of the Board Company at the 2024 Annual Meeting and the 2025 Annual Meeting of which Stockholders of the New Director Company (or any Replacement) being replaced (such meeting, the “Former Director2025 Annual Meeting”), (i) was provide to the Company a member immediately prior to such director’s resignation or removal. Any rights or obligations of the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) fully completed copy of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with such approval directors’ questionnaire and other reasonable and customary director on-boarding documentation required by the Nominating Committee not to be unreasonably withheldCompany in connection with the appointment or election of non-management directors; and (ii) meet all applicable director independence another standards of the Nasdaq Listing Rule 5605(a)(2), the Stockholder Parties shall have the right to propose additional Replacements for considerationExchange Act, and the provisions SEC to serve as a director on the Board. For the avoidance of this Section 1(e) doubt, any Replacement Nominee shall continue to apply. All references to thereafter be deemed the “New Independent Director,” for purposes of this Agreement, Agreement and shall be deemed references entitled to the Replacement who replaces same rights and subject to the same requirements under this Agreement as were applicable Former Director in hereunder to the event that a Replacement is appointedNew Independent Director. Until the Termination Date, any Replacement designated The Company shall not be obligated pursuant to this Agreement to include the New Independent Director (or any replacement designee appointed pursuant to Section 1(e1(b)) replacing a New Director prior to on the mailing Board’s slate of nominees for election as directors at the Company’s definitive proxy statement Annual Meeting of Stockholders for any meeting other than the Company2024 Annual Meeting and the 2025 Annual Meeting (and only for such meetings if the applicable conditions hereunder are satisfied). For purposes of this Agreement, “net long position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s applicable annual meeting of stockholders shall stand for election at such meeting together with net long position as defined in Rule 14e-4 under the Company’s other director nomineesExchange Act mutatis mutandis; provided, howeverthat “net long position” shall not include any shares as to which such person does not have the right to vote or direct the vote or any managed account over which such person does not have exclusive investment decision making authority and shall be appropriately reduced to the extent such person has entered into a derivative or other agreement, arrangement or understanding that in no event shall the Company be obligated to nominate any Replacement for election hxxxxx or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replacedtransfers, in whole or in part, directly or indirectly, any of the Company’s director nominee slate for the then upcoming annual meeting economic consequences of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting ownership of stockholderssuch shares.

Replacement Rights. If, from If the Effective Date until the Termination Date, either (i) the First New Independent Director is unable to serve as a director, or otherwise no longer serves on the Board, due to death, serious illness or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) or (ii) the Second New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reason, the Stockholder Parties shall identify a Replacement; provided, however, that if any Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement of the First New Director, is unable or no longer serves resigns as a director or is removed as a director prior to the expiration of the Standstill Period (as hereinafter defined) (other than a resignation in connection with a Third Party Election pursuant to Section 1(b) hereof), and at such time Stockholder beneficially owns at least one percent (1%) of the Company’s then outstanding Common Stock (subject to adjustment for any reasonstock splits, reclassifications, combinations and similar adjustments) (the “Minimum Ownership Threshold”), then the Board and Stockholder Parties shall work together in good faith to identify and select a Replacementreplacement director candidate, which shall only be appointed to the Board after having been mutually agreed upon by both the Board and Stockholder. Any Replacement(ssuch mutually agreed upon replacement director candidate shall (i) identified pursuant to this Section 1(e) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq Stock Market LLCNYSE’s listing standards standards, (or applicable requirement ii) have the relevant financial and business experience to fill the resulting vacancy and (iii) satisfy the publicly disclosed guidelines and policies with respect to service on the Board. Each of Stockholder and the Board shall determine, and inform the other party of its determination, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within five (5) business days after such party has conducted interview(s) of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulations, and such Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) by the Nominating and Corporate Governance Committee proposed replacement director candidate. Each of the Board and Stockholder shall use its reasonable best efforts to cause any interview(s) contemplated by this Section 1(d) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the “Nominating Committee”receipt of the documentation required by Section 1(e)(iv). Upon acceptance of a replacement director candidate by both the Board and Stockholder, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than five (5) business days after conducting a good faith customary due diligence process both the Board and consistent with its fiduciary dutiesStockholder have confirmed in writing that they have mutually agreed upon such candidate. Any Replacement(s) Subject to NYSE rules applicable law, the Board and all applicable committees of the Board shall take all necessary actions to appoint any replacement director appointed to the Board in accordance with this Section 1(e1(d) shall be appointed to any applicable committees committee of the Board of which the New Independent Director (or any Replacement) being replaced (the “Former Director”) was a member immediately prior to such directorNew Independent Director’s resignation or removal. Any rights or obligations replacement director appointed to the Board in accordance with this Section 1(d), will succeed to all of the Board rights and privileges of, and will be legally bound by the Stockholder Parties as provided terms and conditions applicable to, the New Independent Director under this Agreement. Following the appointment of any director to replace the New Independent Director in accordance with this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld1(d), any reference to the Stockholder Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, Independent Director herein shall be deemed references to include such replacement director. If at any time Stockholder’s aggregate beneficial ownership of Common Stock decreases to less than the Replacement who replaces Minimum Ownership Threshold, the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated right of Stockholder pursuant to this Section 1(e1(d) replacing to participate in the recommendation of a New Director prior replacement director to fill the mailing vacancy caused by the resignation or removal of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders New Independent Director shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholdersautomatically terminate.

Replacement Rights. If, from If the Effective Date until the Termination Date, either (i) the First New Director is unable to serve as a director, or otherwise no longer serves on the Board, due to death, serious illness or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) or (ii) the Second New Director (or any Replacement(sReplacement Director (as defined below), if applicable) designated by the Stockholder Parties is unable or no longer serves unwilling to serve as a director for any reason, the Stockholder Parties shall identify a Replacement; provided, however, that if any Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement of the First New Director, is unable or no longer serves resigns as a director for any reasonor is removed as a director prior to the Expiration Date, then and at such time the Stockholder Parties shall identify a Replacement. Any Replacement(shas aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”)) identified pursuant to this Section 1(e) representing at least 650,106 shares of common stock of the Company (“Common Stock”), par value $0.001 per share (the “Minimum Ownership Threshold”), the Stockholder shall have relevant financial and business experience and qualify as “independent” pursuant the ability to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulations, and such Replacement shall be expeditiously appointed recommend a substitute person reasonably acceptable to the BoardBoard and the Nominating, subject to the approval (not to be unreasonably withheld) by the Nominating Governance and Corporate Governance Sustainability Committee of the Board (the “Nominating CommitteeNGSC”), after conducting which acceptance shall not be unreasonably withheld, conditioned or delayed (any such replacement nominee shall be referred to as a good faith customary due diligence process and consistent with its fiduciary duties“Replacement Director”). Any Replacement(sReplacement Director recommended by the Stockholder shall be required to (i) appointed qualify as “independent” under the NYSE listing standards and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and (ii) satisfy the guidelines and policies with respect to service on the Board in accordance with this Section 1(eapplicable to all non-management directors (including providing the Onboarding Documentation (as defined below)). The NGSC, after taking into account the qualifications, relevant financial, business and industry experience of the proposed Replacement Director, shall promptly make its determination and recommendation regarding whether such person so qualifies after (A) shall be appointed to any applicable committees such nominee has submitted the Onboarding Documentation, (B) representatives of the Board have conducted customary interview(s) of which such nominee and (C) the New Director (or any Replacement) being replaced (the “Former Director”) was a member immediately prior NSGC has completed its diligence process with regard to such director’s resignation or removal. Any rights or obligations of the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease nominee to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securitiesits reasonable satisfaction. In the event the Nominating Committee determines in good faith NSGC does not to appoint any Replacement(s) proposed by accept a Stockholder Party (with such approval substitute person recommended by the Nominating Committee Stockholder as the Replacement Director (which acceptance shall not to be unreasonably withheld, conditioned or delayed), the Stockholder Parties shall have the right to propose recommend additional Replacements for considerationsubstitute person(s), whose appointment shall be subject to the NSGC recommending such person in accordance with the procedures described above and the provisions Board’s vote to appoint such person in accordance with the procedures described below. Upon the recommendation of this Section 1(e) a nominee as the Replacement Director by the NSGC, the Board shall continue to apply. All references to “New Director,” for purposes vote on the appointment of this Agreement, shall be deemed references such Replacement Director to the Replacement who replaces Board after the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a New Director prior to the mailing NSGC’s recommendation of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision Director. It is understood and agreed that, subject to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders.providing updated

Replacement Rights. If, from If the Effective Date until the Termination Date, either (i) the First New Director is unable to serve as a director, or otherwise no longer serves on director of the Board, Company due to deathdisability and resigns as a director of the Company, serious illness or disability, the Stockholder Parties shall identify a replacement director (a “Replacement”) or (ii) the Second New Director (or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reasonof the Company due to death, in either case, during the Stockholder Parties Cooperation Period, Bandera shall be permitted to privately identify a Replacement; providedreplacement candidate who meets the Director Criteria (a “Replacement Nominee”) and, howeveras long as (i) neither Xxxxxxx nor any of Xxxxxxx’s controlled Affiliates or Representatives are in breach of this Agreement (and such breach has not been cured within five (5) days after written notice has been delivered by the Company to Bandera of such breach), (ii) the Replacement Nominee provides to the Company all information concerning the Replacement Nominee that if the Company is required to include in its proxy statement in connection with the election of directors at an annual meeting of stockholders, (iii) the Replacement Nominee agrees to comply with the Company Policies (as defined below), (iv) the Replacement Nominee agrees that the he or she is not, and during the Cooperation Period will not, become a party to any Replacement of a directoragreement, who had himself arrangement or herself replaced the First New Director understanding (whether written or the initial Replacement of the First New Director, is unable oral) with any other Person with respect to his or no longer serves her service as a director for of the Company, including any reasonsuch agreement, then arrangement or understanding with respect to how such Replacement Nominee should or would vote or act on any issue or question as a director of the Stockholder Parties shall identify a Replacement. Any Replacement(s) identified pursuant to this Section 1(e) shall have relevant financial and business experience and qualify as “independent” pursuant to The Nasdaq Stock Market LLC’s listing standards (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulationsCompany, and such (v) the Replacement shall be expeditiously appointed to the Board, subject to the approval (not to be unreasonably withheld) Nominee has been approved by the Nominating and Corporate Governance Committee of and/or the Board (the “Nominating Committee”), after conducting a good exercising their good-faith customary due diligence process review and consistent with the fiduciary duties owed to the Company and its fiduciary duties. Any Replacement(s) stockholders, the Replacement Nominee shall be appointed to fill the vacancy created by the aforesaid resignation or death of the New Director (any Replacement Nominee so appointed as a director of the Company, a “Replacement Director”), it being understood that Xxxxxxx may continue to propose privately additional Replacement Nominees in the event an identified Replacement Nominee is not approved by the Nominating Committee and/or the Board in accordance with this Section 1(ethe foregoing clause (v) shall be until a Replacement Nominee is appointed to any applicable committees the Board to fill the vacancy created by the aforesaid resignation or death of the Board of which the New Director (or any Replacement) being replaced (the “Former Director”) was . If a member immediately prior Replacement Nominee is appointed to such director’s resignation or removal. Any rights or obligations of the Board and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securities. In the event the Nominating Committee determines in good faith not to appoint any Replacement(s) proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld), the Stockholder Parties shall have the right to propose additional Replacements for consideration, and the provisions of this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references to the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a 1(c), all references in this Agreement to the New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless include such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholdersas applicable.

Replacement Rights. If, from the Effective Date until at any time prior to the Termination Date, either of the A/CC Designees (ior any Replacement Director with respect to the A/CC Designees) the First New Director is unable to serve as a director for any reason and ceases to be a director, or otherwise no longer serves on the Board, due Investors shall have the right to death, serious illness or disability, propose to the Stockholder Parties shall identify Company a replacement director (a “ReplacementReplacement Director”) or with relevant financial and business experience, who qualifies as “independent” pursuant to the Nasdaq Stock Market LLC (ii“Nasdaq”) listing standards and the SEC and applicable provisions of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the applicable rules and regulations promulgated thereunder and, with respect to any Replacement Director with respect to the Second New Director (A/CC Designee, shall not be an “affiliate” or “associate” of either Investor or any Replacement(s)) designated by the Stockholder Parties is unable or no longer serves as a director for any reason, the Stockholder Parties shall identify a Replacementof their Affiliates; provided, however, that if any the Investors’ right to propose a Replacement of a director, who had himself or herself replaced the First New Director or the initial Replacement of the First New Director, is unable or no longer serves as a director for any reason, then the Stockholder Parties shall identify a Replacement. Any Replacement(s) identified pursuant to this Section 1(e) shall have relevant financial terminate when the Investors cease to beneficially own the Minimum Ownership Amount (as defined below). Any candidate for Replacement Director shall be subject to the reasonable approval of the N&G Committee and business experience the Board, which approval shall occur as soon as practicable following the Investors proposing a director and qualify as “independent” pursuant shall, subject to The Nasdaq Stock Market LLC’s listing standards (the fiduciary duties of the N&G Committee and the Board, not be unreasonably withheld, conditioned or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading) and SEC rules and regulationsdelayed, and such Replacement Director shall be expeditiously appointed to the Board, subject to the approval Board within five (not to be unreasonably withheld5) by the Nominating and Corporate Governance Committee of business days after the Board (and the “Nominating Committee”), after conducting a good faith customary due diligence process and consistent with its fiduciary dutiesN&G Committee have approved of such candidate. Any Replacement(s) Replacement Director appointed to the Board in accordance with this Section 1(e) shall shall, subject to the fiduciary duties of the N&G Committee and the Board, be appointed to any applicable committees committee of the Board of which the New Director (or any Replacement) being replaced (the “Former Director”) director was a member immediately prior to such director’s death, resignation or removal. Any rights or obligations , provided that in case of the Board Audit Committee, that such individual should be qualified for service thereon in accordance with any Nasdaq listing standard, the Exchange Act and the Stockholder Parties as provided in this Section 1(e) shall terminate when the Stockholder Parties in the aggregate cease to beneficially own at least ten percent (10.0%) of the Company’s then outstanding Voting Securitiesany applicable rule or regulation promulgated thereunder. In the event the Nominating Board or the N&G Committee determines in good faith not to appoint approve any Replacement(s) Replacement Director proposed by a Stockholder Party (with such approval by the Nominating Committee not to be unreasonably withheld)Investors, the Stockholder Parties Investors shall have the right to propose additional Replacements for consideration, and the provisions of Replacement Directors in accordance with this Section 1(e) shall continue to apply. All references to “New Director,” for purposes of this Agreement, shall be deemed references until a Replacement Director is appointed to the Replacement who replaces the applicable Former Director in the event that a Replacement is appointed. Until the Termination Date, any Replacement designated pursuant to this Section 1(e) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholders shall stand for election at such meeting together with the Company’s other director nominees; provided, however, that in no event shall the Company be obligated to nominate any Replacement for election or re-election at any such annual meeting unless such Replacement was appointed as a Replacement (i) after the Company’s decision to nominate the Former Director, who the Replacement is replacing or replaced, in the Company’s director nominee slate for the then upcoming annual meeting of stockholders, but (ii) prior to mailing the Company’s definitive proxy statement for the Company’s applicable annual meeting of stockholdersBoard.