Common use of Replacements Clause in Contracts

Replacements. If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of the Standstill Period (as defined below), provided that at such time the Xxxxxx Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.5% of the Company’s then-outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Xxxxxx Parties shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to New York Stock Exchange (“NYSE”) listing standards and (C) have the relevant financial and business experience to be a director of the Company (a “Qualified Nominee”). The Nominating/Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after the Xxxxxx Parties’ submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nominees.

Replacements. If any The Company agrees that if the New Director (is, other than as a result of not being nominated for election at the 2017 Annual Meeting or any Replacement Director (as defined below)) is unable or unwilling ceasing to serve as a director and ceases under the circumstances contemplated by Section 1(d) hereof, unable to be a director, resigns serve as a directordirector for any reason, resigns, or is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration end of the term of office set forth above during the Standstill Period (as defined below), provided that at such time then the Xxxxxx Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.5% of the Company’s then-outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Xxxxxx Parties Investor Group shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (substitute person, provided that any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, substitute person so recommended shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) Nominating Committee after exercising its fiduciary duties in good faith and shall qualify as “independent” pursuant to New York Stock Exchange (“NYSE”) NASDAQ’s listing standards and (C) have the relevant financial and business experience to be a director of fill the Company (a “Qualified Nominee”)resulting vacancy. The Nominating/Governance Nominating Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director person is acceptable and meets the foregoing criteria within five twenty (520) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary in-person interview(s) of such nominee, if director candidate (such interviews are requested by the Board or the Nominating Committeedetermination not to be unreasonably withheld). The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) section as promptly as practicable, but in any case, assuming reasonable availability of the nomineeproposed director candidate, within ten twenty (1020) business days after the Xxxxxx Parties’ Investor Group’s submission of such nomineedirector candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for a customary in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. In the event that the Nominating Committee does not accept a substitute person recommended by so recommended, then the Xxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the Xxxxxx Parties Investor Group shall have the right to recommend an additional substitute person(s) whose appointment shall be subject to person for consideration by the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation acceptance of a Replacement Director nominee replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and is deemed to have irrevocably agreed to so resign) from the Board shall vote on effective immediately upon such time as any Investor submits a notice of director nomination for election to the appointment Board at the 2016 Annual Meeting or the 2017 Annual Meeting, or any Investor or the New Director is otherwise found by a court of competent jurisdiction to have violated Section 3 hereof during the Standstill Period, the Board will take such Replacement Director actions as to appoint such replacement director candidate to the Board no later than five twenty (520) business days after the Nominating Committee’s recommendation of such Replacement Directorrecommendation; provided, however, that if the Board does not appoint elect such Replacement Director replacement director candidate to the Board pursuant to this Section 1(c1(e), the Parties Company and the Investor Group shall continue to follow the procedures of this Section 1(c1(e) until a Replacement Director replacement director candidate is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment Any replacement director appointed to the Board, the Board and all applicable committees of the Board in accordance with this Section 1(e) shall take all necessary actions to appoint such Replacement Director be appointed to any applicable committee committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject removal and will succeed to NYSE rules all of the rights and privileges of, and will be legally bound by the terms and conditions applicable lawto, until such time as any Replacement the New Director is under this Agreement and, prior to being appointed to any applicable committee of the Board, the other New Director replacement director candidate will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant be required to this Section 1(c) replacing execute a New Director prior to the mailing of the Company’s definitive proxy statement document confirming that he or she will be so legally bound in his or her personal capacity, provided, however, that, for the 2021 Annual Meeting avoidance of doubt, the replacement director candidate will not be subject to Sections 3, 4 and 7(a) of this Agreement. Notwithstanding the foregoing, in the event the replacement director is found by the Nominating Committee, acting in good faith and in exercise of its fiduciary duty, to be an Affiliate or Associate of any Investor, or to be employed by or a member of, or directly or indirectly affiliated with, controlled by, or under common control of any Investor such affiliated replacement director additionally will be legally bound by Sections 3, 4, and 7(a) hereof. Thereafter, the term “New Director” as used herein shall stand for election at the 2021 Annual Meeting together with the other director nomineesbe deemed to refer to such replacement director.

Replacements. If any (i) The Company agrees that if either of the New Director Directors (or any Replacement Director other than as a result of either (as defined below)i) is unable or unwilling in accordance with the terms of this Agreement, not being nominated to serve as a director and ceases at an annual meeting of shareholders or special meeting of shareholders held in lieu thereof, or (ii) ceasing to be serve as a directordirector under the circumstances contemplated by Section 1(d) hereof) is unable to serve as a director for any reason, resigns as a director, or is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration end of the term of office set forth above during the Standstill Period (as defined below), provided that and at such time the Xxxxxx Parties Investor Group beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) owns in the aggregate at least the lesser of five percent (i5.0%) 4.5% of the Company’s then-then outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar adjustmentsactions by the Company that increase the number of outstanding shares of Common Stock), then the Xxxxxx Parties Investor Group shall have the ability to recommend a substitute person. (ii) Any substitute person recommended by the Investor Group pursuant to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c1(e)(i) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, above shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) Nominating Committee and shall qualify as “independent” pursuant to New York Stock Exchange (“NYSE”) NASDAQ’s listing standards and (C) have the relevant financial and business experience to be a director of fill the Company (a “Qualified Nominee”)resulting vacancy. The Nominating/Governance Nominating Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director person is reasonably acceptable and meets the foregoing criteria within five twenty (520) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committeedirector candidate. The Company shall use its reasonable best efforts to conduct cause any interview(s) contemplated by this Section 1(c1(e) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the nomineeproposed director candidate, within twenty (20) business days after the Investor Group’s submission of such director candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Investors agreeing to make any such person available for an in-person interview with the Nominating Committee and other representatives of the Board as determined by the Board. (iii) In the event that the Nominating Committee does not accept a substitute person recommended by the Investor Group pursuant to Section 1(e)(i) above, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee in accordance with the procedures described above. (iv) Upon acceptance of a replacement director candidate by the Nominating Committee, and the agreement by such replacement director candidate that such candidate will resign (and shall be deemed hereby to have irrevocably agreed to so resign, it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) pursuant to Section 1(d) hereof and, in furtherance thereof, such candidate provides the Company with an executed irrevocable advance letter of resignation in the form attached hereto as Exhibit A, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after the Xxxxxx Parties’ submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Directorrecommendation; provided, however, that if the Board does not appoint elect such Replacement Director replacement director candidate to the Board pursuant to this Section 1(c1(e), the Parties Company and the Investor Group shall continue to follow the procedures of this Section 1(c1(e) until a Replacement Director replacement director candidate is elected to the Board. Subject Following the appointment of any director to NYSE rules and applicable lawreplace a New Director in accordance with this Section 1(e), upon a Replacement Director’s appointment any reference to New Director herein shall be deemed to include such replacement director. (v) Any replacement director appointed to the Board, the Board and all applicable committees of the Board in accordance with this Section 1(e) shall take all necessary actions to appoint such Replacement Director be appointed to any applicable committee committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject removal and the Investors shall cause such replacement director to NYSE rules comply with the terms and conditions applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other a New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to under this Agreement, including, but not limited to, Section 1(c) replacing a New Director prior to and Section 1(d) hereof; provided, however, that in the mailing event the replacement director is found in the reasonable judgment of the Company’s definitive proxy statement for Nominating Committee to be an Affiliate or Associate of any Investor, such replacement director will be required to execute a document confirming that he or she will be legally bound by the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nomineesterms and conditions of this Agreement applicable to any Affiliate or Associate of any Investor including, but not limited to, Section 1(c), Section 1(d), Section 2, Section 3 and Section 7(a) hereof.

Replacements. If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a directorThe Company agrees that, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of during the Standstill Period (as defined below), provided that if any of the New Directors is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above, and at such time the Xxxxxx Parties Investor Group beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) owns in the aggregate at least the lesser of two percent (i2.0%) 4.5% of the Company’s then-then outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar adjustmentsactions by the Company that increase the number of outstanding shares of Common Stock), then the Xxxxxx Parties Company and the Investor Group shall have the ability work together in good faith to recommend identify and select a replacement director candidate to be appointed to the Board within 5 business days of such Vacancy a person to which shall only be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”)Board after having been mutually agreed upon by both the Company and the Investor Group. Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) mutually agreed upon replacement director candidate shall qualify as “independent” pursuant to New York Stock Exchange (“NYSE”) NASDAQ’s listing standards and (C) have the relevant financial and business experience to be a director fill the resulting vacancy. Each of the Investor Group and the Company (a “Qualified Nominee”). The Nominating/Governance Committee shall determine, and inform the other party of the Board (the “Nominating Committee”) shall make its determination determination, whether any proposed replacement director candidate is acceptable and recommendation regarding whether such Replacement Director meets the foregoing criteria criteria, within five ten (510) business days after (i) such nominee party has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by proposed replacement director candidate. Each of the Board or Company and the Nominating Committee. The Company Investor Group shall use its their respective reasonable best efforts to conduct cause any interview(s) contemplated by this Section 1(c1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the nomineeproposed replacement director candidate, within ten (10) business days after the Xxxxxx Parties’ submission receipt of such nominee. In director candidate’s credentials, including, but not limited to, a completed copy of the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described aboveCompany’s standard director and officer questionnaire. Upon the recommendation acceptance of a Replacement Director nominee replacement director candidate by both the Nominating CommitteeCompany and the Investor Group, the Board shall vote on the appointment of take such Replacement Director actions as to appoint such replacement director candidate to the Board no later than five ten (510) business days after the Nominating Committee’s recommendation of both parties have confirmed in writing that they have mutually agreed upon such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director candidate. Any replacement director appointed to the Board pursuant to in accordance with this Section 1(c), the Parties 1(f) shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director be appointed to any applicable committee committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject removal and will succeed to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee all of the Boardrights and privileges of, and will be legally bound by the terms and conditions applicable to, the other New Director will serve as an interim member Directors under this Agreement. Following the appointment of such applicable committee. Any Replacement Director designated pursuant any director to this Section 1(c) replacing replace a New Director prior in accordance with this Section 1(f), any reference to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting New Directors herein shall stand for election at the 2021 Annual Meeting together with the other director nomineesbe deemed to include such replacement director.

Replacements. If any If, from the date hereof until the expiration of the Standstill Period, either of the New Director (or any Replacement Director (as defined below)) Directors is unable or unwilling to serve as a an independent director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails reason, and subject to serve or is not serving as the proviso below, the Investor Group shall have the right to propose and the Board agrees to expeditiously appoint a director replacement (a “VacancyReplacement”) at any time prior to the expiration of the Standstill Period (as defined below)with relevant financial and business experience, provided that at such time the Xxxxxx Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.5% of the Company’s then-outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Xxxxxx Parties shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify qualifies as “independent” pursuant to NYSE’s listing standards, the SEC rules and regulations and who is not an officer, director, employee or Affiliate (as defined below) of any Investor and who does not receive compensation from the Investor Group, whose qualifications are substantially similar to the New York Stock Exchange (“NYSE”) listing standards Director who is being replaced and (C) who have been approved by the relevant financial Nominating and business experience to be a director of the Company (a “Qualified Nominee”). The Nominating/Governance Committee of the Board Board, after exercising its good faith customary due diligence process and fiduciary duties, including, without limitation, a review of a director and officer questionnaire executed by the Replacement, a background check and conducting interviews (and who satisfies Company policies applicable to all directors); provided, that the “Nominating Committee”Investor Group’s right to propose a Replacement pursuant to this Section 1(d) shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) business days after terminate (i) such nominee has submitted with respect to both New Directors when the Company Investor Group ceases to beneficially own, in the documentation required aggregate, at least half of the outstanding Common Stock beneficially owned by Section 1(g)(v) it as of the date hereof and (ii) representatives with respect to any New Director who discloses material, non-public information to any Investor or its Affiliates, in breach of any of the Board have conducted customary interview(s) of such nomineeCompany’s public disclosure or confidentiality policies and, if such interviews are requested by in the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) as promptly as practicable, but in any case, assuming reasonable availability written opinion of the nomineeCompany’s outside legal counsel, within ten (10) business days after any Investor or its Affiliates has been complicit in such breach. Subject to the Xxxxxx Parties’ submission written mutual agreement of such nominee. In the event Company and the Nominating Committee does not accept a person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance Investor Group, not to be unreasonably withheld with respect to a Qualified Nominee)or delayed, the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment such Replacement shall be subject deemed to be a “New Director” for purposes hereof (it being understood that the Company and the Investor Group shall work together in good faith to mutually agree upon a Replacement meeting the standards described above). Any Replacement appointed to the Nominating Committee recommending such person Board in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c), the Parties 1(d) shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director be appointed to any applicable committee committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE rules In the event the Nominating and applicable law, until such time as any Replacement Director is appointed to any applicable committee Governance Committee of the BoardBoard determines in good faith not to appoint any replacement director proposed by the Investor Group, the other New Director will serve as an interim member Investor Group shall have the right to propose additional replacement directors for consideration, and the provisions of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c1(d) replacing a New Director prior shall continue to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nomineesapply.

Replacements. If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a directorThe Company agrees that, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of during the Standstill Period (as defined below), provided that if the New Director (or any replacement director) is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office set forth above, and at such time the Xxxxxx Parties Investor Group beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) owns in the aggregate at least the lesser of five percent (i5.0%) 4.5% of the Company’s then-then outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar adjustmentsactions by the Company that increase the number of outstanding shares of Common Stock), then the Xxxxxx Parties Investor Group shall have the ability to identify and recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when candidate to be appointed to the Board, which replacement director candidate shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (Bi) qualify as “independent” pursuant to New York Stock Exchange NASDAQ’s listing standards, (“NYSE”) listing standards and (Cii) have the relevant financial financial, industry and business experience to fill the resulting vacancy, (iii) be a director independent of the Investor Group and (iv) be no less qualified to serve as an independent director at the Company (a “Qualified Nominee”). than the director he or she is replacing.. The Nominating/Governance Committee replacement director candidate shall be subject to the approval of the Board (after exercising its fiduciary duties in good faith. The Board shall determine, and inform the “Nominating Committee”) shall make its determination Investor Group, whether any proposed replacement director candidate is acceptable and recommendation regarding whether such Replacement Director meets the foregoing criteria criteria, within five ten (510) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have has conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committeeproposed replacement director candidate. The Company Board shall use its reasonable best efforts to conduct cause any interview(s) contemplated by this Section 1(c1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the nomineeproposed replacement director candidate, within ten (10) business days after the Xxxxxx Parties’ submission receipt of such nomineedirector candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire. In the event the Nominating Committee does not accept Upon acceptance of a person recommended replacement director candidate by the Xxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating CommitteeBoard, the Board shall vote on the appointment of take such Replacement Director actions as to appoint such replacement director candidate to the Board no later than five ten (510) business days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director thereafter. Any replacement director appointed to the Board pursuant to in accordance with this Section 1(c), the Parties 1(f) shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director be appointed to any applicable committee committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject Following the appointment of any director to NYSE rules and applicable lawreplace the New Director in accordance with this Section 1(f), any reference to New Director herein shall be deemed to include such replacement director. In the event the Board does not accept the replacement director candidate recommended by the Investor Group, the parties shall continue to follow the procedures of this Section 1(f) until such time as any Replacement Director a replacement director candidate is appointed elected to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nominees.

Replacements. If any The Company agrees that if, during the Standstill Period, the New Director (or any Replacement Director (as defined belowhis replacement appointed pursuant to this Section 1(d)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a directorresigns, or is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration end of the Standstill Period (as defined below)term of office set forth above, provided that and at such time the Xxxxxx Parties Investor Group beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) owns in the aggregate at least the lesser of (ix) 4.5% seven and one half percent (7.5%) of the Company’s then-then outstanding Common Stock and (iiy) 2,181,230 623,495 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations combinations, and similar adjustments), then the Xxxxxx Parties Investor Group shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (substitute person, provided that any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, substitute person so recommended shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to New York Stock Exchange (“under NYSE”) ’s listing standards and (C) have the relevant financial and business experience to be fill the resulting vacancy. In the event that the Nomination Committee does not accept a substitute person so recommended (it being acknowledged that the Nomination Committee cannot unreasonably withhold, condition, or delay its approval), then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nomination Committee. Upon acceptance of a replacement director of nominee by the Company (a “Qualified Nominee”). The Nominating/Governance Committee of Nomination Committee, the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether will take such Replacement Director meets the foregoing criteria within five (5) business days after (i) actions as are necessary to appoint such nominee has submitted replacement director to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within no later than ten (10) business days after the Xxxxxx Parties’ submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Nomination Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Boardrecommendation. Subject to NYSE rules and applicable law, upon a Replacement Directorreplacement director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director replacement director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director replacement director designated pursuant to this Section 1(c1(d) replacing a the New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 2024 Annual Meeting shall stand for election at the 2021 2024 Annual Meeting together with the other director nominees. Following the appointment of any replacement director in accordance with this Section 1(d), any reference to the New Director in this Agreement shall be deemed to refer to such replacement director.

Replacements. If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of the Standstill Period (as defined below), provided that and at such time the Xxxxxx Parties Xxxxxxx Value beneficially own owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.53.0% of the Company’s then-outstanding Common Stock and (ii) 2,181,230 256,773 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Xxxxxx Parties Xxxxxxx Value shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentencenominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld)Board, (B) qualify as “independent” pursuant to New York Stock Exchange applicable national securities exchange listing standards, (“NYSE”C) listing standards complete a background check to confirm the Company’s eligibility for reimbursements for its products under all state Medicaid agencies, and (CD) have the relevant financial and business experience to be a director of the Company (a “Qualified Nominee”)Company. The Nominating/Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v1(h)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after the Xxxxxx Parties’ Xxxxxxx Value’s submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties Xxxxxxx Value as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee)Director, the Xxxxxx Parties Xxxxxxx Value shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE applicable national securities exchange rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 2022 Annual Meeting shall stand for election at the 2021 2022 Annual Meeting together with the other director nominees.

Replacements. If any the New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of the Standstill Period (as defined below), provided that and at such time Xxxxxxx Value satisfies the Xxxxxx Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.5% of the Company’s then-outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for stock splitsMinimum Ownership Threshold, reclassifications, combinations and similar adjustments), the Xxxxxx Parties then Xxxxxxx Value shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentencenominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld)Board, (B) qualify as “independent” pursuant to New York Stock Exchange applicable national securities exchange listing standards, (“NYSE”C) listing standards complete a background check to confirm the Company’s eligibility for reimbursements for its products under all state Medicaid agencies, and (CD) have the relevant financial and business experience to be a director of the Company (a “Qualified Nominee”)Company. The Nominating/Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v1(h)(iv) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after the Xxxxxx Parties’ Xxxxxxx Value’s submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties Xxxxxxx Value as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee)Director, the Xxxxxx Parties Xxxxxxx Value shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c) replacing a the New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 2023 Annual Meeting shall stand for election at the 2021 2023 Annual Meeting together with the other director nominees.

Replacements. If any If, from the date hereof until the expiration of the Standstill Period, either of the New Director (or any Replacement Director (as defined below)) Directors is unable or unwilling to serve as a an independent director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails reason, the Investor Group shall have the right to serve or is not serving as identify a director replacement (a “VacancyReplacement”) at any time prior with relevant financial and business experience, who qualifies as “independent” pursuant to the expiration of the Standstill Period NASDAQ’s listing standards, who is not an officer, director, employee or Affiliate (as defined below)) of any Investor and who does not receive compensation from the Investor Group, provided that at such time the Xxxxxx Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.5% of the Company’s then-outstanding Common Stock who satisfies Company policies applicable to all directors, and (ii) 2,181,230 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Xxxxxx Parties shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be is reasonably acceptable to the Board (Nominating Committee and the Board, such acceptance not to be unreasonably withheld), (B) qualify as “independent” conditioned or delayed; provided, that the Investor Group’s right to propose a Replacement pursuant to New York Stock Exchange (“NYSE”this Section 1(c) listing standards and (C) have shall terminate when the relevant financial and business experience Investor Group ceases to be a director beneficially own, in the aggregate, at least 1.5% of the Company (a “Qualified Nominee”)outstanding Common Stock as of the date hereof. The Nominating/Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts efforts, in good faith and consistent with its fiduciary duties, to conduct approve or deny any interview(s) contemplated candidate for a Replacement within 10 business days of being identified by this Section 1(c) as promptly as practicablethe Investor Group and, but in any case, assuming reasonable availability upon approval of the nominee, within ten (10) business days after the Xxxxxx Parties’ submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance approval not to be unreasonably withheld with respect to a Qualified Nomineewithheld, conditioned or delayed), the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committeepromptly, the Board shall vote on the appointment of such Replacement Director to the Board but no later than five (5) business days after from such approval, appoint the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant (and applicable committee or committees of the Board). In the event that the Board declines to this Section 1(c)approve a candidate as a Replacement, then the Parties shall continue Investor Group may propose one or more additional candidates to follow be the procedures of Replacement and the process described in this Section 1(c) will continue until a Replacement Director is elected to approved by the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was Upon becoming a member immediately prior to such director’s resignation or removal. Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director Replacement will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant be deemed to this Section 1(c) replacing be a New Director prior to the mailing for all purposes of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nomineesthis Agreement.

Replacements. If any the New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of the Standstill Period (as defined below), provided that and at such time Sxxxxxx Value satisfies the Xxxxxx Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.5% of the Company’s then-outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for stock splitsMinimum Ownership Threshold, reclassifications, combinations and similar adjustments), the Xxxxxx Parties then Sxxxxxx Value shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentencenominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld)Board, (B) qualify as “independent” pursuant to New York Stock Exchange applicable national securities exchange listing standards, (“NYSE”C) listing standards complete a background check to confirm the Company’s eligibility for reimbursements for its products under all state Medicaid agencies, and (CD) have the relevant financial and business experience to be a director of the Company (a “Qualified Nominee”)Company. The Nominating/Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v1(h)(iv) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after the Xxxxxx Parties’ Sxxxxxx Value’s submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties Sxxxxxx Value as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee)Director, the Xxxxxx Parties Sxxxxxx Value shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c) replacing a the New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 2023 Annual Meeting shall stand for election at the 2021 2023 Annual Meeting together with the other director nominees.

Replacements. If any New Director (The Company agrees that, until the 2019 Annual Meeting, if either of Messrs. Xxxxx or any Replacement Director (as defined below)) is Xxxxx are unable or unwilling to serve as a director and ceases to be a directordirectors for any reason, resigns as a director, is removed resign as a director, or for any other reason fails to serve or is not serving are removed as a director (a “Vacancy”) at any time prior to the expiration end of the Standstill Period (as defined below)term of office set forth above, provided that and at such time the Xxxxxx Parties Stockholders beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.55% of the Company’s then-then outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar adjustmentsactions by the Company (or third parties pursuant to a right existing on the date of this Agreement) that increase the number of outstanding shares of Common Stock), then the Xxxxxx Parties Stockholders shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a substitute person, which replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to New York Stock Exchange (“the NYSE”) ’s listing standards and (C) standards, have the relevant financial and business experience to be fill the resulting vacancy, and shall follow the requirements for a director of Background Check as set forth in Section 1(c) hereof for the Company (a “Qualified Nominee”)New Directors. The Nominating/Governance Nominating Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director person is reasonably acceptable and meets the foregoing criteria within five (5) 10 business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committeereplacement director candidate. The Company shall use its reasonable best efforts to conduct cause any interview(s) contemplated by this Section 1(c1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the nomineeproposed replacement director candidate, within ten (10) 10 business days after the Xxxxxx Parties’ submission receipt of such nomineedirector candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Stockholders agreeing to make any such person available for an interview with the Nominating Committee and other representatives of the Board as determined by the Board. In the event that the Nominating Committee does not accept a substitute person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance not Stockholders pursuant to be unreasonably withheld with respect to a Qualified Nomineethis Section 1(f), then the Xxxxxx Parties Company shall provide a written explanation to the Stockholders setting forth the reasons for the Nominating Committee’s rejection of the substitute person, and the Stockholders shall have the right to recommend an additional substitute person(s) whose appointment shall be subject to person for consideration by the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation acceptance of a Replacement Director nominee replacement director candidate by the Nominating Committee, the Board shall vote on the appointment of take such Replacement Director actions as to appoint such replacement director candidate to the Board no later than five (5) 10 business days after the Nominating Committee’s recommendation of such Replacement Director; recommendation, provided, however, that if the Board does not appoint elect such Replacement Director replacement director candidate to the Board pursuant to this Section 1(c1(f), the Parties Company and the Stockholders shall continue to follow the procedures of this Section 1(c1(f) until a Replacement Director replacement director candidate is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment Any replacement director appointed to the Board, the Board and all applicable committees of the Board in accordance with this Section 1(f) shall take all necessary actions to appoint such Replacement Director be appointed to any applicable committee committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject removal and will succeed to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee all of the Boardrights and privileges of, and will be legally bound by the terms and conditions applicable to, the other New Director will serve as an interim member Directors under this Agreement. Following the appointment of such applicable committee. Any Replacement Director designated pursuant any director to replace either of Messrs. Xxxxx or Xxxxx in accordance with this Section 1(c) replacing a 1(f), any reference to “New Director prior Director” or “New Directors” herein shall be deemed to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nomineesinclude such replacement director.

Replacements. If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of the Standstill Period (as defined below), provided that and at such time the Xxxxxx Parties Sxxxxxx Value beneficially own owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.53.0% of the Company’s then-outstanding Common Stock and (ii) 2,181,230 256,773 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Xxxxxx Parties Sxxxxxx Value shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentencenominee, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld)Board, (B) qualify as “independent” pursuant to New York Stock Exchange applicable national securities exchange listing standards, (“NYSE”C) listing standards complete a background check to confirm the Company’s eligibility for reimbursements for its products under all state Medicaid agencies, and (CD) have the relevant financial and business experience to be a director of the Company (a “Qualified Nominee”)Company. The Nominating/Nominating and Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v1(h)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after the Xxxxxx Parties’ Sxxxxxx Value’s submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties Sxxxxxx Value as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee)Director, the Xxxxxx Parties Sxxxxxx Value shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE applicable national securities exchange rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE applicable national securities exchange rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 2022 Annual Meeting shall stand for election at the 2021 2022 Annual Meeting together with the other director nominees.

Replacements. If any The Company agrees that if, during the Standstill Period the New Director (or any Replacement Director (as defined belowhis replacement appointed pursuant to this Section 1(d)) is unable to serve as a director, resigns, or unwilling is removed as a director prior to the end of the term of office set forth above (other than on account of (i) the failure of such New Director to be elected or re-elected by the shareholders at an annual meeting of the Company’s shareholders or a special meeting of shareholders held in lieu thereof, or (ii) in accordance with the terms of this Agreement, such New Director not being nominated to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration an annual meeting of the Standstill Period (as defined belowCompany’s shareholders or a special meeting of shareholders held in lieu thereof), provided that and at such time the Xxxxxx Parties Investor Group beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) owns in the aggregate at least the lesser of (ix) 4.5% six and one-half percent (6.5%) of the Company’s then-then outstanding Common Stock and (iiy) 2,181,230 719,950 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations combinations, and similar adjustments), then the Xxxxxx Parties Investor Group shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c) (substitute person, provided that any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, substitute person so recommended shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to New York Stock Exchange (“NYSE”) Nasdaq’s listing standards and (C) have the relevant financial and business experience to be fill the resulting vacancy. In the event that the Nomination Committee does not accept a substitute person so recommended (it being acknowledged that the Nomination Committee cannot unreasonably withhold, condition, or delay its approval), then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nomination Committee. Upon acceptance of a replacement director of nominee by the Company (a “Qualified Nominee”). The Nominating/Governance Committee of Nomination Committee, the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether will take such Replacement Director meets the foregoing criteria within five (5) business days after (i) actions as are necessary to appoint such nominee has submitted replacement director to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within no later than ten (10) business days after the Xxxxxx Parties’ submission Nomination Committee’s recommendation. Following the appointment of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person any replacement director in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committeethis Section 1(d), the Board shall vote on the appointment of such Replacement Director any reference to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement New Director in this Agreement shall be deemed to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior refer to such replacement director’s resignation or removal. Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nominees.

Replacements. If any The Company agrees that, during the Standstill Period, if the New Director (or any Replacement Director (as defined below)) is Directors are unable or unwilling to serve as a director and ceases to be a directordirectors for any reason, resigns as a director, is removed resign as a director, or for any other reason fails to serve or is not serving are removed as a director (a “Vacancy”) at any time prior to the expiration end of the Standstill Period (as defined below)term of office set forth above, provided that and at such time the Xxxxxx Parties Stockholder beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) owns in the aggregate at least the lesser of (i) 4.51.5% of the Company’s then-then outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar adjustmentsactions by the Company that increase the number of outstanding shares of Common Stock), then the Xxxxxx Parties Stockholder shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a substitute person, which replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to New York Stock Exchange (“the NYSE”) ’s listing standards and (C) standards, have the relevant financial and business experience to be fill the resulting vacancy, and shall follow the requirements for a director of Background Check as set forth in Section 1(c) hereof for the Company (a “Qualified Nominee”)New Directors. The Nominating/Governance Nominating Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director person is reasonably acceptable and meets the foregoing criteria within five (5) 10 business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committeereplacement director candidate. The Company shall use its reasonable best efforts to conduct cause any interview(s) contemplated by this Section 1(c1(g) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the nomineeproposed replacement director candidate, within ten (10) 10 business days after the Xxxxxx Parties’ submission receipt of such nomineedirector candidate’s credentials, including, but not limited to, a completed copy of the Company’s standard director and officer questionnaire and the Stockholder agreeing to make any such person available for an interview with the Nominating Committee and other representatives of the Board as determined by the Board. In the event that the Nominating Committee does not accept a substitute person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance not Stockholder pursuant to be unreasonably withheld with respect to a Qualified Nomineethis Section 1(g), then the Xxxxxx Parties Stockholder shall have the right to recommend an additional substitute person(s) whose appointment shall be subject to person for consideration by the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation acceptance of a Replacement Director nominee replacement director candidate by the Nominating Committee, the Board shall vote on the appointment of take such Replacement Director actions as to appoint such replacement director candidate to the Board no later than five (5) 10 business days after the Nominating Committee’s recommendation of such Replacement Director; recommendation, provided, however, that if the Board does not appoint elect such Replacement Director replacement director candidate to the Board pursuant to this Section 1(c1(g), the Parties Company and the Stockholder shall continue to follow the procedures of this Section 1(c1(g) until a Replacement Director replacement director candidate is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment Any replacement director appointed to the Board, the Board and all applicable committees of the Board in accordance with this Section 1(g) shall take all necessary actions to appoint such Replacement Director be appointed to any applicable committee committees of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject removal and will succeed to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee all of the Boardrights and privileges of, and will be legally bound by the terms and conditions applicable to, the other New Director will serve as an interim member Directors under this Agreement. Following the appointment of such applicable committee. Any Replacement Director designated pursuant any director to replace the New Directors in accordance with this Section 1(c) replacing a 1(g), any reference to “New Director prior Director” or “New Directors” herein shall be deemed to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the other director nomineesinclude such replacement director.

Replacements. If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a directorThe Company agrees that, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of during the Standstill Period (as defined below), provided that if any of the New Directors is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office, and at such time the Xxxxxx Parties Investor Group beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) owns in the aggregate at least the lesser of three percent (i3.0%) 4.5% of the Company’s then-then outstanding Common Stock and (ii) 2,181,230 shares of Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar adjustmentsactions by the Company that increase the number of outstanding shares of Common Stock), then the Xxxxxx Parties Company and the Investor Group shall have the ability work together in good faith to recommend identify and select a replacement director candidate to be appointed to the Board within 5 business days of such Vacancy a person to which shall only be a replacement director in accordance with this Section 1(c) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”)Board after having been mutually agreed upon by both the Company and the Investor Group. Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) mutually agreed upon replacement director candidate shall qualify as “independent” pursuant to New York Stock Exchange (“NYSE”) NASDAQ’s listing standards and (C) have the relevant financial and business experience to be a director fill the resulting vacancy. Each of the Investor Group and the Company (a “Qualified Nominee”). The Nominating/Governance Committee shall determine, and inform the other party of the Board (the “Nominating Committee”) shall make its determination determination, whether any proposed replacement director candidate is acceptable and recommendation regarding whether such Replacement Director meets the foregoing criteria criteria, within five ten (510) business days after (i) such nominee party has submitted to the Company the documentation required by Section 1(g)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by proposed replacement director candidate. Each of the Board or Company and the Nominating Committee. The Company Investor Group shall use its their respective reasonable best efforts to conduct cause any interview(s) contemplated by this Section 1(c1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the nomineeproposed replacement director candidate, within ten (10) business days after the Xxxxxx Parties’ submission receipt of such nominee. In director candidate’s credentials, including, but not limited to, a completed copy of the event the Nominating Committee does not accept a person recommended by the Xxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld with respect to a Qualified Nominee), the Xxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described aboveCompany’s standard director and officer questionnaire. Upon the recommendation acceptance of a Replacement Director nominee replacement director candidate by both the Nominating CommitteeCompany and the Investor Group, the Board shall vote on the appointment of take such Replacement Director actions as to appoint such replacement director candidate to the Board no later than five ten (510) business days after both parties have confirmed in writing that they have mutually agreed upon such candidate. Following the Nominating Committee’s recommendation appointment of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director any director to the Board pursuant to this Section 1(c), the Parties shall continue to follow the procedures of this Section 1(c) until a Replacement Director is elected to the Board. Subject to NYSE rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c) replacing replace a New Director prior in accordance with this Section 1(f), any reference to the mailing of the Company’s definitive proxy statement for the 2021 Annual Meeting New Directors herein shall stand for election at the 2021 Annual Meeting together with the other director nomineesbe deemed to include such replacement director.

Replacements. If any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director (a “Vacancy”) at any time prior to the expiration of the Standstill Period (as defined below), provided that at such time the Xxxxxx Rxxxxx Parties beneficially own (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of (i) 4.55.0% of the Company’s then-outstanding Common Stock and (ii) 2,181,230 3,691,000 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), the Xxxxxx Rxxxxx Parties shall have the ability to recommend to the Board within 5 business days of such Vacancy a person to be a replacement director in accordance with this Section 1(c1(B) (any such replacement nominee who meets the criteria set forth in the next sentence, when appointed to the Board, shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld, conditioned or delayed), (B) qualify as “independent” pursuant to New York The Nasdaq Stock Exchange Market LLC (“NYSENASDAQ”) listing standards and (C) have the relevant financial and business experience to be a director of the Company (a “Qualified Nominee”). The Nominating/Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) shall make its determination and recommendation regarding whether such Replacement Director meets the foregoing criteria within five (5) business days after (i) such nominee has submitted to the Company the documentation required by Section 1(g)(v1(I)(v) and (ii) representatives of the Board have conducted customary interview(s) of such nominee, if such interviews are requested by the Board or the Nominating Committee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(c1(B) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after the Xxxxxx Rxxxxx Parties’ submission of such nominee. In the event the Nominating Committee does not accept a person recommended by the Xxxxxx Rxxxxx Parties as the Replacement Director (such acceptance not to be unreasonably withheld withheld, conditioned or delayed with respect to a Qualified Nominee), the Xxxxxx Rxxxxx Parties shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating Committee, the Board shall vote on the appointment of such Replacement Director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such Replacement DirectorDirector (it being acknowledged that the Board cannot unreasonably withhold its acceptance); provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(c1(B), the Parties shall continue to follow the procedures of this Section 1(c1(B) until a Replacement Director is elected to the Board. Subject to NYSE NASDAQ rules and applicable law, upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal. Subject to NYSE NASDAQ rules and applicable law, until such time as any Replacement Director is appointed to any applicable committee of the Board, the other New Director will serve as an interim member of such applicable committee. Any Replacement Director designated pursuant to this Section 1(c1(B) replacing a New Director prior to the mailing of the Company’s definitive proxy statement for the 2021 2024 Annual Meeting shall stand for election at the 2021 2024 Annual Meeting together with the other director nominees. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be a New Director for all purposes under this Agreement.