Nominating and Governance Committee Charter

As Revised on April 27, 2023

I. PURPOSE AND PRINCIPAL DUTIES

The primary purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of RadNet, Inc. (the “Company”) is to assist the Board in discharging its responsibilities relating to the determination and selection of the slate of director nominees for election to the Board and related matters under federal securities laws and overseeing governance related matters.  The Committee’s principal duties are to:

1. independently oversee the director nomination process and procedures;

2. identify, evaluate and recommend to the Board for election and/or appointment qualified candidates for membership on the Board or its committees;

3. develop, review, and recommend to the Board corporate governance policies, procedures and guidelines and otherwise shape the Company’s corporate governance;

4. investigate and approve related party transactions, establish and maintain director conflicts of interest policies, and make recommendations to the Board with respect to the  “independence” of directors; and

5. monitor and oversee evaluation of the Board and its committees, management's performance, and succession planning for executive management.

II. MEMBERSHIP

The Committee shall consist of three or more members of the Board, or such lower number as may be allowed by the listing standards of the NASDAQ Stock Market LLC (“NASDAQ”) or such other national securities exchange on which the Company’s securities are then listed, as the same may be amended from time to time (the “Listing Standards”). Subject to the requirements of the Listing Standards and the Bylaws of the Company, the members of the Committee shall be appointed by and serve at the discretion of the Board. The Chair of the Committee also shall be appointed by the Board. Committee members may be removed at any time, without cause, by the affirmative vote of the majority of the Board. Any Committee member may resign effective upon giving oral or written notice to the Chair of the Board, the Corporate Secretary or the Board (unless the notice specifies a later time for the effectiveness of such resignation). Vacancies occurring on the Committee shall be filled by the Board based on nominations by the Committee.

Each member of the Committee must (1) be an “independent director” as defined under the Listing Standards, (2) be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member, and (3) meet any other requirements imposed by applicable laws, rules, regulations and Listing Standards, subject to any applicable exemptions and transition provisions.

III. MEETINGS AND PROCEDURES

The Committee shall meet in person or virtually as often as it deems appropriate to perform its duties and responsibilities. The Committee will regularly report to the Board on significant matters related to the Committee’s responsibilities, and as requested by the Board with respect to other matters.  The Committee will maintain written minutes of its meetings and will make such minutes available to the Board.

The Chair of the Committee, in consultation with the Committee members and members of management, will determine the frequency and length of Committee meetings and develop the Committee’s agenda. A majority of the members of the Committee shall constitute a quorum and the act of a majority of the members present at a meeting where a quorum is present shall be the act of the Committee. The Committee will otherwise be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

The Committee may invite members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases when the independence of Committee determinations may be compromised.

IV. RESPONSIBILITIES AND AUTHORITY

The following are general guidelines establishing the responsibilities and authority of the Committee, in addition to the purposes set forth above.  This list is not intended to be exhaustive, and the Committee may modify the policies and procedures as required or recommended to meet its purpose and carry out its primary functions and duties.

Director Nomination Process and Procedures

1. Develop and recommend to the Board criteria to be used in screening and evaluating potential candidates or nominees for election or appointment as directors, including criteria for committee members, which shall reflect at a minimum any requirements of the Listing Standards, as well as standards to assess independence, a candidate’s integrity, strength of character, business experience, judgement, ability to devote sufficient time to attend and prepare for Board meetings, factors relating to the composition of the Board and its committees that the Committee believes to be desirable, ability to represent the balanced, best interests of the stockholders as a whole rather than particular constituencies, and prinicples of diversity.

2. Establish and oversee a policy for the consideration of director nominees recommended by the Company’s stockholders, and develop procedures that such stockholders must follow in submitting recommendations, pursuant to the Bylaws of the Company. The Committee may also consider persons proposed by management, but is not limited to such candidates proposed by management or by stockholders, as applicable.
3. Evaluate all nominees for election as directors (including all persons nominated or recommended by stockholders to become nominees for election as directors), taking into account (i) all factors the Committee considers appropriate, which may include career specialization, relevant technical skills or financial acumen, industry knowledge, diversity of viewpoint (including diversity of race, ethnicity, gender, age, education, cultural background, and professional experience) and (ii) the following minimum qualifications:

· Each director nominee must have displayed the highest personal and professional ethics, integrity and values and sound business judgment;

· Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest;

· Each director must have relevant expertise and experience, and be able to offer advice and guidance to the Chief Executive Officer based on that expertise and experience;

· Each director must be independent of any special interest group or constituency, be able to represent all of our stockholders and be committed to enhancing long-term stockholder value; and

· Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of our business.

4. Identify and select individuals believed to be qualified for appointment as Board members, and determine the nominees for recommendation to the Board to stand for election as directors, in light of criteria approved by the Board.

5. Annually present to the Board a list of nominees recommended for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders, to fill interim vacancies on the Board, and for appointment to committees of the Board (including this Committee).
6. At any time that the Chairman of the Board is an executive officer of the Company, annually recommend to the other independent directors for their selection the independent director or Lead Director who will preside at all meetings of the independent directors and exercise such other responsibilities as may be determined by a majority of the independent directors.

Governance Matters

7. Periodically make recommendations to the Board concerning the composition, size, structure, responsibilities and activities of the Board and each of its committees, as needed.
8. Develop and recommend to the Board, as deemed necessary, corporate governance policies and guidelines to be adopted and maintained by the Company, including a code of financial ethics, an insider trading policy, and data privacy and security policies, and to review and evaluate the effectiveness of those principles and practices, and recommend to the Board changes to the Company’s corporate governance policies and guidelines, as determined appropriate by the Committee.
9. Establish and review annually with the Board the procedures for stockholders to send communications to the Board. Such procedures shall address the manner in which stockholders may deliver communications to the Board and the identity of the Board member or person to whom stockholders can send communications. If the Committee determines that communications should be sent initially to a person other than a Board member, the Committee shall establish the process for determining which communications will be relayed to a Board member.

Related Party Transactions and Conflicts of Interest

10. Evaluate and approve, in its discretion, any related transaction between the Company and a related party for which disclosure would be required under Item 404 of Regulation S-K.
11. Develop and recommend to the Board standards to be applied in making its determination as to the absence of relationships between the Company and a director which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
12. Monitor and review any issues regarding the independence of directors or involving potential conflicts of interest, and evaluate any changes with respect to a director’s status or circumstances that would impair or impact its independence or rise to the level of a significant conflict of interest, and determine the propriety of the director's continued service in light of that change.

Performance Evaluation and Succession Planning

13. Establish procedures for the Committee to exercise oversight of the evaluation of the Board, its committees and management and recommend to the Board changes, if any, to the annual self-assessment process.
14. Oversee and monitor the development and implementation of a succession plan for the Company’s CEO and other executive officers, taking into consideration both long-term scenarios, consistent with the strategic direction of the Company and identified leadership needs over time, as well as short-term scenarios in the event of an unanticipated executive departure.

General

15. Annually review, evaluate and assess the Committee’s own performance and compliance with this Charter.
16. Annually review this Charter and periodically revise, as determined appropriate by the Committee.
17. Perform any other activities consistent with this Charter, the Company’s Bylaws, the rules and regulations of the Securities and Exchange Commission, the Listing Standards and other governing law, each as in effect from time to time, as the Committee or the Board deems necessary or appropriate.

The Committee can delegate any of its responsibilities to such person or persons, including officers or employees of the Company or any of its members, except to the extent otherwise prohibited by applicable law or the rules and regulations of the Securities and Exchange Commission or applicable Listing Standards.  Any such person to whom the Committee grants such authority shall regularly report to the Committee any actions so taken and the Committee may revoke any such delegation of authority at any time.

V. OUTSIDE ADVISORS

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of outside legal counsel and such other advisors as it deems necessary to assist with the execution of its duties and responsibilities as set forth herein. The Committee shall set the compensation, and oversee the work, of outside legal counsel or other advisors.  The Company shall provide appropriate funding, as determined by the Committee, for the payment of reasonable compensation to any advisors retained by the Committee. the authority granted herein shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

VI. CONSISTENCY WITH CERTIFICATE OF INCORPORATION AND BYLAWS

To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of the Certificate of Incorporation or Bylaws of the Company, the Certificate of Incorporation or Bylaws, as appropriate, shall fully control.