On April 24, 2012 the Company reached an agreement (the “Settlement Agreement”) with the Concerned Stockholder Group, resulting in a series of changes to InfuSystem’s Board of Directors (the “Board”) and senior leadership. In accordance with Section 141(b) of the Delaware General Corporation Law (“DGCL”) and Section 2.2 of the Company’s amended and restated bylaws, the total number of authorized directors on the Board was increased from seven (7) to twelve (12). These newly created vacancies were filled by Mr. John Climaco, Mr. Charles Gillman, Mr. Ryan Morris, Mr. Dilip Singh and Mr. Joseph Whitters. Mr. Timothy Kopra, Mr. Pat LaVecchia, Mr. Sean McDevitt, Mr. Jean-Pierre Million and Mr. John Voris (“Old Board Members”) resigned as directors of the Company. As a result of the above, in accordance with Section 141(b) of the DGCL and Section 2.2 of the Bylaws, the total number of authorized directors on the Board was decreased from twelve (12) to seven (7) to be effective following the resignations of the Old Board Members. In addition, Mr. McDevitt, the Company’s then CEO (the “former CEO”) resigned to pursue other interests and was replaced with Mr. Singh on an interim basis.

The Special Meeting scheduled for May 11, 2012 was canceled and all seven current Board members will stand for election at InfuSystem’s 2012 Annual Meeting of Stockholders, which has been scheduled for May 25, 2012.

On April 24, 2012, the Company entered into the Fifth Amendment to the Credit Agreement with the Lenders (“The Fifth Amendment”). The Fifth Amendment reflects the previous four amendments to the original Credit Facility between the Company and the Lenders and modifies certain of those provisions. The Lenders agreed (i) that the changes in the composition of the Board contemplated by the Settlement Agreement did not constitute a “Change in Control” under the Credit Agreement, (ii) to a change of the maturity date under the Credit Agreement to July 1, 2013, (iii) to permit exclusion of certain expenses relating to the Settlement Agreement and the transactions contemplated thereby from the calculation of certain financial ratios, (iv) to the addition of a covenant requiring minimum liquidity at all times of not less than $1.5 million at the end of each day and not less than $2.0 million as of the end of each fiscal month, (v) that commencing August 1, 2012, the payment of a monthly ticking fee equal to 1% of the aggregate amount outstanding thereunder and (vi) an amendment fee equal to 1% of the aggregate amount outstanding thereunder of which 50 % was due and paid on the effective date of the Fifth Amendment, April 25^th, 2012. The remainder of the amendment fee is due at the earliest of (i) August 1^st, 2012, (ii) the date on which the Credit Facility is refinanced or (iii) the date on which the Company’s entire amount of commitments and loans is purchased by an outside party as defined by the agreement. See Note 7 for additional information pertaining to the Company’s existing Credit Facility.

Concurrent with and as a condition of the Settlement Agreement, on April 24, 2012, Mr. McDevitt entered into a consulting agreement with the Company under which he resigned as CEO of the Company and agreed to serve as a consultant until July 31, 2012. Through this period, Mr. McDevitt will receive a consulting fee of $1.0 million, payable in installments on each of April 24, 2012, May 15, 2012 and June 15, 2012 as $0.1 million in shares of the Company’s common stock and in a final installment on July 31, 2012 as $0.8 million in shares of the Company’s common stock, unless the Company has restructured its debt on or before July 31, 2012, in which case the final installment shall be a payment of $0.8 million in cash. Shares issued to Mr. McDevitt shall be issued from the Company’s 2007 Stock Incentive Plan, as amended (the “2007 Plan”), valued at the average closing price of a share on the NYSE Amex on the five trading days preceding the date of such issuance.

Per the terms of the consulting agreement, Mr. McDevitt’s Share Award Agreement entered into on April 6, 2010 with the Company has terminated, including the 2.0 million shares of common stock potentially issuable under such agreement. Such shares will be available for reissuance under the 2007 Plan and the approximately $6.0 million in unrecognized compensation expense associated with such shares will not be recognized by the Company in the future.