Common use of Messrs Clause in Contracts

Messrs. Massimo and Xxxxxx will fill the vacancies created by the resignations, effective today, of Xxxx Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders at the 2015 Annual Meeting, Xx. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 months. “We are pleased to have reached this agreement with Starboard on the composition of the Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSB. “On behalf of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions to the Board and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection with the 2015 Annual Meeting and to vote its shares in support of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansion.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Park, Xxxx and Xxxxxxxx join incumbent Board members Xxxx X. Xxxxxxx, chairman of the Board, Xxxx Xxxxxxxxx, president and CEO, Xxxxxx will fill the vacancies created by the resignationsX. Xxxxxxxx, effective todayXxxxxxx Xxxxxxx, of Xxxx Xxxxxxx Xxxxx, Xxxxx Xxxxx, and Xxxxxx Xxxxxxxx Xxxxx. If Under the terms of the Agreement, the size of the Board will be increased to ten members until the Annual Meeting at which time it will be reduced to seven members. The Company previously announced that Messrs. Beletic, Majteles, and Xxxxx will not seek re-elected by LSB’s stockholders election to the Board at the 2015 Annual Meeting. In addition, the Agreement provides that immediately following the Annual Meeting, Xx. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand form a Strategic Committee to 13 directors, 11 consist of whom are independent two Stockholder Group directors and 9 of whom were appointed in one incumbent director to examine the last 24 monthsCompany’s strategic alternatives review process. “We When I was appointed president and CEO three months ago, I mentioned that iPass had no option but to change – change to meet the demands of our business, our customers and, especially, our shareholders,” said Xxxx Xxxxxxxxx, iPass president and CEO. “As I outlined in our first quarter 2015 earnings call on May 7th, significant changes in iPass’ internal operations are pleased well underway. The actions announced today are further indication that we are listening to have reached our shareholders and taking the steps necessary to accelerate revenue growth and the path to profitability. I look forward to continuing down this agreement path with Starboard on Damien, Richard, and Xxxxx working alongside with Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxx, and Xxxx Xxxxx and welcome Xxx as an advisor to the composition of Board.” “I am delighted that we were able to constructively reach this Agreement with the iPass Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSBDamien Park. “On behalf As a representative of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions Stockholder Group that proposed changes to the Company’s Board composition and LSBgovernance, we are pleased with this compromise, which we believe is in the best interests of all iPass shareholders. We look forward to working with Xxxx and the new independent directorsother iPass directors toward our common goal of enhancing shareholder value.” XxThe complete Agreement between iPass and the Stockholder Group will be filed on a Form 8-K with the Securities and Exchange Commission (the “SEC”). Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities iPass will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from file its Climate Control business and to explore an MLP structure definitive proxy statement for the Chemicals business.” In connection with today’s announcementAnnual Meeting in due course. About iPass Inc. iPass delivers global, LSB has entered into an agreement with Starboard Value LP (“Starboard”)mobile connectivity as a hosted cloud service, which beneficially owns approximately 7.6% of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection connecting its customers with the 2015 Annual Meeting people and to vote its shares in support of information that matter the most on all of the Companydevices they choose to carry: smartphones, tablets and laptops. iPass (NASDAQ: IPAS) is the world’s director nominees. Starboard has also agreed to vote all of its shares largest commercial Wi-Fi network, with 19 million hotspots in accordance with airports, hotels, airplanes and public areas spanning 100 countries across the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Servicesglobe. In additionthe rapidly changing technology of Internet connectivity, iPass is the responsibilities industry pioneer in ensuring businesses have unlimited access to unlimited content. NOTE: iPass® is a registered trademark of iPass Inc. Open Mobile, OME, Open Mobile Express, Open Mobile Exchange and OMX are trademarks of iPass Inc. Wi-Fi® is a registered trademark of the Strategic Committee of Wi-Fi Alliance. Other company names, logos and product or service names mentioned herein are the Boardtrademarks owned by their respective owners. About Xxxxxxx Asset Management, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate LLC Xxxxxxx Asset Management is a value-oriented investment firm focused on creating long-term shareholder value by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work engaging constructively with LSB to reach this agreementmanagements and boards of undervalued public companies. About Xxxxxxx Capital Management, and we look forward to meaningful value creation. We believe LLC Xxxxxxx Capital Management, LLC is an investment advisor based in Santa Monica, California that strengthening the Board with highly experienced and independent directors will support the Company in executing focuses on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansionevent-driven investments.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Pxxxxxx and Xxxxxx Wielansky, along with Wxxxxxx X. Xxxxx, Xx. and Jxxxx X. Xxxxxx, will fill comprise the vacancies created Investment Committee of the Brookdale Board. The Investment Committee, with an updated charter, has been charged with overseeing and assisting the Board in its ongoing review of options to create value for shareholders, including those associated with the Company's real estate portfolio. As previously disclosed, the Board and the Investment Committee are being advised in this regard by Gxxxxxx, Sachs & Co., Bank of America, CS Capital Advisors and Sxxxxxx Xxxx. Consistent with its record of transparency, the Company will continue to provide regular updates on its plans and progress in the normal course of shareholder communication. Furthermore, after receiving feedback from numerous shareholders regarding the Company's change in control severance arrangements, the Board has approved amendments to the Company's existing severance arrangements with its senior executives that will provide additional benefits to the executives in the event of certain terminations. These changes are intended to further align the senior executives' interests with those of the Company's shareholders, particularly in the context of a change in control. In connection with today's Board actions, the Company also announced an agreement with Sxxxxxx Asset Management. Sxxxxxx has agreed to withdraw its notice of nomination and agreed to abide by certain customary standstill and voting provisions, including voting in favor of the three nominees to be recommended by the resignations, effective today, of Xxxx Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders Board at the 2015 Annual Meeting. Txxxxx Xxxxxxx, Xx. Xxxxxxx and Messrs. RoedelCEO of Sxxxxxx Asset Management, Sandersstated, Golsen and White will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 months. “"We are very pleased with the collaborative solution we were able to have reached this agreement reach with Starboard on Brookdale, and the composition of ongoing commitment the Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSBCompany has demonstrated towards enhancing shareholder value. “On behalf of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions to The two new directors joining the Board and LSBthe Investment Committee bring the right range and depth of experience to help the Company continue to address its strategic, operational and corporate governance goals. We look forward to working ongoing dialogue with Brookdale's management and Board during this period of increased industry strategic activity and real estate values." The agreement between Brookdale and Sxxxxxx will be filed in a Form 8-K with the new independent directorsSecurities and Exchange Commission.” Xx. Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection with the 2015 Annual Meeting and to vote its shares in support of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansion.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Tarica and Xxxxxx will fill Sheehan advised Mr. Louis that they would discuss the vacancies created matter with the New Media Board. Later on August 3, 2019, the New Media Board met, with members of New Media management and representatives of each of Cravath, Credit Suisse, Wilson Sonsini and Jefferies in attendance. The New Media Board discussed Gannett’s response. The New Media Board approved, subject to approval by the resignationsTransaction Committee, effective todayan increase in the implied per share purchase price, based on a five-day volume-weighted average price for New Media common stock, to $12.05 per share, with the extra five cents to be in the form of, at Gannett’s election, cash or New Media common stock. The Transaction Committee met immediately thereafter, with representatives of Xxxx Xxxxxxx each of Wilson Sonsini and Xxxxxx XxxxxJefferies in attendance. If re-elected The Transaction Committee concurred with the decision of the New Media Board. Following this discussion, Mr. Louis and Mr. Tarica each indicated that their respective boards were prepared to agree on a per share price of $6.25 in cash and 0.5427 shares of New Media common stock, which reflected an overall implied price of $12.05 based on the volume weighted average trading prices of New Media common stock for the five consecutive trading days ending on August 2, 2019, and an overall implied price of $12.06 based on the closing price per share of New Media common stock on August 2, 2019. Late the evening of August 3, 2019, Cravath provided Skadden with a draft of the Apollo Commitment Letter. From this time through August 4, 2019, Skadden, Cravath and counsel to Apollo exchanged comments on drafts of the Commitment Letter. On August 4, 2019, the Gannett Board held a meeting, together with Gannett management and representatives of Greenhill, Goldman Sachs and Skadden. Mr. Louis and representatives of Greenhill, Goldman Sachs and Skadden provided the Gannett Board with an update on discussions and the resolution of open issues in the merger agreement and amendment to the Existing Management Agreement. Representatives of Greenhill and Goldman Sachs each separately reviewed with the Gannett Board their respective financial analyses, summarized below in the section entitled ‘‘—Opinions of Gannett’s Financial Advisors’’ beginning on page 103. At the request of the Gannett Board, representatives of Greenhill rendered to the Gannett Board the oral opinion of Greenhill, which was subsequently confirmed by LSBdelivery of a written opinion, dated August 4, 2015, to the Gannett Board, and attached to this joint proxy statement/prospectus as Annex E, to the effect that, as of such date and subject to and based on the various assumptions made, procedures followed, matters considered and qualifications and limitations of the review set forth in the written opinion, the merger consideration to be received by the holders of Gannett common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. At the request of the Gannett Board, representatives of Goldman Sachs also rendered to the Gannett Board the oral opinion of Goldman Sachs, subsequently confirmed by delivery of a written opinion, dated August 5, 2019, to the Gannett Board, and attached to this joint proxy statement/prospectus as Annex D, to the effect that, as of the date of Goldman Sachs’ written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid to the holders (other than New Media and Fortress and their respective affiliates) of shares of Gannett common stock pursuant to the merger agreement was fair from a financial point of view to such holders. Representatives of Skadden reviewed with the Gannett Board certain relationship disclosures provided by Greenhill and Goldman Sachs. Representatives of Skadden also described in detail the final terms of the merger agreement. After considering the proposed terms of the merger agreement and taking into consideration a variety of factors, including those described in ‘‘—Gannett’s Reasons for the Merger; Recommendation of the Gannett Board’’ beginning on page 74, the Gannett Board (1) determined that the merger agreement is advisable and in the best interests of Gannett and its stockholders, (2) adopted resolutions approving the execution, delivery and performance by Gannett of the merger agreement, (3) adopted resolutions recommending that Gannett stockholders approve the merger agreement proposal and (4) directed that the merger agreement be submitted for consideration by Gannett stockholders at the 2015 Annual Meeting, XxGannett special meeting. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointmentsAdditionally, the LSB Gannett Board will expand approved the offer letter to 13 directorsbe entered into with Mr. Bascobert and approved his appointment as CEO and a director of Gannett, 11 effective as of whom are independent August 5, 2019. Later on August 4, 2019, each of Gannett and 9 Mr. Bascobert executed and delivered the offer letter. Also on August 4, 2019, the New Media Board met, with members of whom were appointed New Media management and representatives of each of Cravath, Credit Suisse, Wilson Sonsini and Jefferies in attendance. The representatives of Wilson Sonsini discussed with the last 24 months. “We are pleased to have reached this agreement with Starboard on the composition members of the Board,” said Xxxxx Xxxxxx, Chief Executive Officer New Media Board their fiduciary duties as directors. The representatives of LSB. “On behalf Cravath and Wilson Sonsini reviewed with the members of the entire Board, I would like to thank Xxxx Xxxxxxx New Media Board the material terms of the merger agreement and Xxxxxx Xxxxx the proposed financing for their dedicated service the transaction and contributions amendments to the Existing Management Agreement. The members of the New Media Board discussed reasons for and LSBagainst entering into the proposed merger with Gannett. We look forward to working Later on August 4, 2019, the New Media Board met again, with members of New Media management and representatives of each of Cravath, Credit Suisse, Wilson Sonsini and Jefferies in attendance. The representatives of Credit Suisse reviewed for, and discussed with, the New Media Board the financial analyses of Credit Suisse of the proposed merger consideration. The Transaction Committee met immediately thereafter, with representatives of each of Wilson Sonsini and Jefferies in attendance. Jefferies reviewed and discussed with the new independent directors.” XxTransaction Committee the preliminary financial analysis of Jefferies of the proposed merger consideration. Xxxxxx continuedAlso on August 4, “We remain committed 2019, Mr. Reed informed representatives of Greenhill and Goldman Sachs that although the parties had been expecting delivery of Apollo’s executed debt commitment letter that evening, a scheduling issue at Apollo would require that delivery of the commitment letter be postponed to enhancing stockholder valuethe following day. On August 5, 2019, the Transaction Committee met, with representatives of each of Jefferies and we believe Wilson Sonsini in attendance. At this meeting, Jefferies reviewed its financial analysis of the improvements we are making to increase capacity merger consideration with the Transaction Committee and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intentionrendered an oral opinion, once our El Dorado facility expansion projects have been completed and brought online in 2016confirmed by delivery of a written opinion dated August 5, 2019, to the extent market conditions allow Transaction Committee to the effect that, as of that date and based on and subject to Board approvalvarious assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in the opinion, the merger consideration to be paid by New Media pursuant to the merger agreement was fair, from a financial point of view, to separate the CompanyNew Media. The Transaction Committee, after considering a variety of factors, including those described in ‘‘—New Media’s Chemicals business from its Climate Control business and to explore an MLP structure Reasons for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% Merger; Recommendations of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection with the 2015 Annual Meeting and to vote its shares in support of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the New Media Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. GreenwellTransaction Committee’’ beginning on page 69, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansion.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.unanimously

Messrs. Massimo Xxxxxxxxx, Xxxxx and Xxxxxx Xxxxx and Xxxx X. Xxxxxxxxxxxx, Merit’s Chairman and Chief Executive Officer, will fill serve as members of the vacancies created by the resignations, effective today, of Xxxx Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders at the 2015 Annual Meeting, Operating Committee with Xx. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 monthsXxxxxxxxx serving as Chair. “We are pleased to have reached this agreement with Starboard on welcome Xxxxx, Xxxxx and Xxx, three medical device industry veterans, to the composition Board of the BoardDirectors,” said Xxxxx XxxxxxXx. Xxxxxxxxxxxx. “They each bring industry experience and perspectives that we believe will support our mission of enhancing shareholder value. The actions we have taken across the company are already yielding positive results, Chief Executive Officer including increased efficiency and progress towards operating margin improvement, as part of LSBour goal to become a leaner, more efficient growth company. I am excited to work together with the entire Merit team as we continue to build on our momentum.” Xx. Xxxxxxxxxxxx continued, “On behalf of the entire Board, I would like to thank Xxxx Xxxxxxx Kent, Nolan, Xxxxx and Xxxxxx Xxxxx for their dedicated distinguished service and many contributions to Merit. We appreciate their leadership in positioning the Board Company for continued success and LSBwish them the very best.” Xxxx Xxxxx, Chief Executive Officer of Starboard, said, “We appreciate the constructive dialogue we have had with Merit over the last several months. We believe that Merit is an outstanding company and I am confident the appointment of these new directors will bring additional insights and valuable expertise as Merit focuses on improving profitability and growth. We look forward to working continuing to work closely with management and the new independent directorsBoard as we pursue our common goal of enhancing shareholder value.” Xx. Xxxxxx continued, “We remain committed Pursuant to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not agreed to solicit proxies or participate in any “withhold” campaign in connection with withdraw its director nominations previously submitted to the 2015 Company and support the Board’s full slate of directors at the 2020 Annual Meeting and to vote its shares in support of all of the Company’s director nomineesMeeting. Starboard has also agreed to vote all of its shares in accordance abide by customary standstill provisions and voting commitments. The complete agreement will be filed by the Company with the Board’s recommendation with respect U.S. Securities and Exchange Commission (“SEC”) as an exhibit to the CompanyCurrent Report on Form 8-K. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is serving as legal counsel to Merit and Xxxxx Fargo Securities, LLC and Xxxxxxx Xxxxxxxx Partners are serving as Merit’s say-on-pay proposalfinancial advisors. Xxxxxx Frome Wolosky LLP is serving as legal counsel to Starboard. About Xxxxx Xxxxxxxxx Xx. Xxxxxxxxx served for almost thirty years in various roles at Stryker Corporation, subject to the recommendation including Group President of Institutional Shareholder Services. In additionGlobal Quality & Operations and Europe/Canada/Latin America/Middle East/Africa Commercial Operations, the responsibilities Group President of the Strategic Committee Global Quality and Operations, Group President of the BoardInstruments and Medical, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. GreenwellMedical Division and served in multiple Vice President roles in Operations, SandersSupply Chain, Xxxxxx Project Management, and WhiteAcquisition Integrations. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx Prior to assist in the search. The Company also announced that Stryker Corporation, Xx. Xxxxxxxxx was elected Lead Independent Directorserved in the United States Army where he rose to the rank of Captain, Army Aviation Helicopter Pilot, 101st Airborne Division. Xxxx XxxxxSince May 2018, CEO Xx. Xxxxxxxxx has served on the Board of StarboardDirectors of Novanta Inc. Xx. Xxxxxxxxx also sits on the Board of two privately held companies, statedThe Xxxxx Company, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreementsince May 2019, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx XxxxxxxOrchid Orthopedics Solutions, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansionsince July 2019.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Park, Xxxx and Xxxxxxxx join incumbent Board members Xxxx X. Xxxxxxx, chairman of the Board, Xxxx Xxxxxxxxx, president and CEO, Xxxxxx will fill the vacancies created by the resignationsX. Xxxxxxxx, effective todayXxxxxxx Xxxxxxx, of Xxxx Xxxxxxx Xxxxx, Xxxxx Xxxxx, and Xxxxxx Xxxxxxxx Xxxxx. If Under the terms of the Agreement, the size of the Board will be increased to ten members until the Annual Meeting at which time it will be reduced to seven members. The Company previously announced that Messrs. Beletic, Majteles, and Xxxxx will not seek re-elected by LSB’s stockholders election to the Board at the 2015 Annual Meeting. In addition, the Agreement provides that immediately following the Annual Meeting, Xx. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand form a Strategic Committee to 13 directors, 11 consist of whom are independent two Stockholder Group directors and 9 of whom were appointed in one incumbent director to examine the last 24 monthsCompany’s strategic alternatives review process. “We When I was appointed president and CEO three months ago, I mentioned that iPass had no option but to change – change to meet the demands of our business, our customers and, especially, our shareholders,” said Xxxx Xxxxxxxxx, iPass president and CEO. “As I outlined in our first quarter 2015 earnings call on May 7th, significant changes in iPass’ internal operations are pleased well underway. The actions announced today are further indication that we are listening to have reached our shareholders and taking the steps necessary to accelerate revenue growth and the path to profitability. I look forward to continuing down this agreement path with Starboard on Damien, Richard, and Xxxxx working alongside with Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxx, and Xxxx Xxxxx and welcome Xxx as an advisor to the composition of Board.” “I am delighted that we were able to constructively reach this Agreement with the iPass Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSBDamien Park. “On behalf As a representative of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions Stockholder Group that proposed changes to the Company’s Board composition and LSBgovernance, we are pleased with this compromise, which we believe is in the best interests of all iPass shareholders. We look forward to working with Xxxx and the new independent directorsother iPass directors toward our common goal of enhancing shareholder value.” XxThe complete Agreement between iPass and the Stockholder Group will be filed on a Form 8-K with the Securities and Exchange Commission (the "SEC"). Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities iPass will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from file its Climate Control business and to explore an MLP structure definitive proxy statement for the Chemicals business.” In connection with today’s announcementAnnual Meeting in due course. About iPass Inc. iPass delivers global, LSB has entered into an agreement with Starboard Value LP (“Starboard”)mobile connectivity as a hosted cloud service, which beneficially owns approximately 7.6% of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection connecting its customers with the 2015 Annual Meeting people and to vote its shares in support of information that matter the most on all of the Company’s director nomineesdevices they choose to carry: smartphones, tablets and laptops. Starboard has also agreed to vote all of its shares iPass (NASDAQ: IPAS) is the world's largest commercial Wi-Fi network, with 19 million hotspots in accordance with airports, hotels, airplanes and public areas spanning 100 countries across the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Servicesglobe. In additionthe rapidly changing technology of Internet connectivity, iPass is the responsibilities industry pioneer in ensuring businesses have unlimited access to unlimited content. NOTE: iPass® is a registered trademark of iPass Inc. Open Mobile, OME, Open Mobile Express, Open Mobile Exchange and OMX are trademarks of iPass Inc. Wi-Fi® is a registered trademark of the Strategic Committee of Wi-Fi Alliance. Other company names, logos and product or service names mentioned herein are the Boardtrademarks owned by their respective owners. About Xxxxxxx Asset Management, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate LLC Xxxxxxx Asset Management is a value-oriented investment firm focused on creating long-term shareholder value by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work engaging constructively with LSB to reach this agreementmanagements and boards of undervalued public companies. About Xxxxxxx Capital Management, and we look forward to meaningful value creation. We believe LLC Xxxxxxx Capital Management, LLC is an investment advisor based in Santa Monica, California that strengthening the Board with highly experienced and independent directors will support the Company in executing focuses on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansionevent-driven investments.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Xxxxx and Xxxxxx will fill the vacancies created by the resignations, effective today, of Xxxx Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders at the 2015 Annual Meeting, Xx. Xxxxxxx and Messrs. RoedelXxxxxx, SandersXxxxxxx, Golsen Xxxxxx and White Xxxxx will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo Xxxxxxx and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 months. “We are pleased to have reached this agreement with Starboard on the composition of the Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSB. “On behalf of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions to the Board and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection with the 2015 Annual Meeting and to vote its shares in support of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. GreenwellXxxxxxxxx, SandersXxxxxxx, Xxxxxx and WhiteXxxxx. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansion.” Credit Suisse is serving as financial advisor to LSB and WachtellXxxxxxxx, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Xxx and Xxxxxx Trimble are expected to bring valuable additional experience in the oil and gas industry, having served as executive leaders at other independent energy companies with onshore assets. The Company also announced its slate of director nominees who will fill stand for election to the vacancies created by the resignations, effective today, of Xxxx Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders Board at the 2015 Annual Meeting, Xx. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at the 2018 Company’s 2014 Annual Meeting of Shareholders. The slate is comprised of incumbent director Xxxxxxx X. Xxxxxxxxx, who has served on Xxxxxx’x Board since 2011 and is Chairman of the Nominating & Corporate Governance Committee, as well as Messrs. Massimo Xxx and Xxxxxx will join the class of Trimble. Currently all independent directors with terms expiring at the 2017 Annual Meetingserve on all Board committees. With these appointmentsXxxx Xxxxxx, the LSB Chairman and CEO, said, “Callon has long benefited from a strong Board will expand that comprises industry leaders who have diverse expertise relevant to 13 directors, 11 of whom are independent Xxxxxx’x strategies for growth and 9 of whom were appointed in the last 24 monthsvalue creation. “We look forward to additional contributions from Matt and Xxx. We are pleased with the progress we are making as we continue to have reached this agreement with Starboard execute on the next phase of our growth strategy as a pure-play, onshore operator in the Permian Basin.” “Callon has a premier asset portfolio with bright prospects for continued growth and value creation. I believe that the announced changes to Xxxxxx’x board composition will reduce the valuation discount of the BoardXxxxxx’x stock and add additional expertise,” said Xxxxx XxxxxxXxxxxxx X. Xxxxxxxx, founder and Chief Executive Officer of LSBLone Star Value. Pursuant to its agreement with Callon, Lone Star Value has agreed to certain customary standstill and voting provisions. The agreement will be filed on a Form 8-K with the Securities and Exchange Commission. Separately, Callon announced that Xxxxx X. Xxxxxxxxx, Chief Financial Officer and Executive Vice President, has informed the Board of his decision not to stand for reelection at this year’s Annual Meeting. Xx. Xxxxxx said, “On behalf of the entire Board, I would like want to thank Xxxx Xxxxxxx Xxx for his tremendous contributions and Xxxxxx Xxxxx for their dedicated service and contributions dedication to Xxxxxx’x Board over the Board and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitabilitypast 20 years. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection with the 2015 Annual Meeting and to vote its shares in support of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased delighted that we have been able to can continue to work constructively with LSB to reach this agreement, count on his expertise and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit guidance as a member of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansionXxxxxx’x management team.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.”

Messrs. Massimo Judge and Xxxxxx will fill the vacancies created by the resignations, effective today, of Xxxx Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders at the 2015 Annual Meeting, Xx. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 months. “We are pleased to have reached this agreement with Starboard on the composition of the Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSB. “On behalf of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for based their dedicated service and contributions to the Board and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and request that Investec be authorized to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% feasibility of the Company’s outstanding shares. Under the agreement, Starboard has agreeda going private transaction upon, among other things: o The fact that Messrs. Xxxxx and Xxxx, who own the majority of Judge Group's outstanding Shares, had no interest or intention of selling their ownership interests in Judge Group; o The small public float and limited institutional following of Judge Group common stock; o Low trading volume of Judge Group common stock; o The lack of liquidity and the likelihood that the liquidity of Judge Group common stock would not improve in the future; o The substantial insider holdings of Judge Group common stock; o The small market capitalization of Judge Group; o The diminishing research attention from market analysts being given to solicit proxies or participate in any “withhold” campaign in connection Judge Group; o The performance of Judge Group stock price since 2000; o Judge Group stock's recent delisting from The Nasdaq National Market; o The potential further delisting of Judge Group stock from The Nasdaq Small Cap Market; o The challenging operating environment for IT staffing companies; o The general economic uncertainty and the potential impact of war on the economy and Judge Group; o The additional expenses associated with being a publicly traded company as a result of the 2015 Annual Meeting Xxxxxxxx-Xxxxx Act of 2002 (and various rules promulgated by the SEC thereunder); o The additional burdens imposed on the management and board of directors as a result of the Xxxxxxxx-Xxxxx Act of 2002 (and various rules promulgated by the SEC thereunder); and o The expected financial results for the fourth quarter of 2002. Because the proposed resolution and the potential for a going private transaction led by management raised conflict of interest issues, Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxx and Xxxxxx Xxxxxxx, the independent directors of the board, requested that they be given the opportunity to consider these issues further at a separate meeting and that they be authorized to retain independent counsel. The law firm of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP ("Xxxxxxx Xxxxx") was subsequently contacted to discuss the possibility of representing the independent directors should the Continuing Shareholders make a formal offer to take Judge Group private. After confirming that Xxxxxxx Xxxxx could undertake the representation, a meeting of the independent directors was scheduled and, on December 27, 2002, the independent directors of the board met with representatives from Xxxxxxx Xxxxx to discuss the possibility of an offer from the Continuing Shareholders to take Judge Group private and to vote its shares in support review the resolutions that Messrs. Judge and Xxxx had proposed concerning the retention of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance legal counsel and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability financial advisor for the benefit of all shareholdersContinuing Shareholders. Xxxxx XxxxxxxAlso present were directors Xxxxxxx X. Xxxxxxxxx, Xxxxxx Xxxxxxa Continuing Shareholder, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx X. Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience Xxx X. Xxxxxxx, general counsel to Judge Group and a Continuing Shareholder. At the December 27, 2002 meeting, following an active discussion as to whether it would be appropriate for the board to approve the resolutions that we believe will had been proposed by the Continuing Shareholders, the independent directors concluded that it would be invaluable appropriate for Judge Group to authorize Investec to evaluate the feasibility of a going private transaction and other strategic alternatives available to Judge Group on behalf of Judge Group for an additional period of thirty days and that, after such evaluation, the Continuing Shareholders should bear the fees and expenses of retaining Investec as their advisor, if they wished to. It was further determined that Judge Group would not pay the LSB Board reviews its governance practicesfees of legal counsel to the Continuing Shareholders. Xx. Xxxxx continuedThe December 27, “We believe 2002 meeting ended with the unanimous agreement of the independent directors that Judge Group should form a separation special committee comprised solely of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses independent directors to consider any offer that might be submitted from the potential value creation available through Continuing Shareholders and that, if such an MLP structure following offer were to be submitted, the completion special committee would retain a financial advisor and its own legal counsel. Subsequently, on January 8, 2003, the board, having determined that Messrs. Xxxxxxxxx, Xxxx and Xxxxxxx qualify as independent directors under Rule 4200 of the El Dorado expansion.” Credit Suisse is serving as financial advisor to LSB and WachtellMarketplace Rules of the National Association of Securities Dealers, LiptonInc., Xxxxx & appointed Messrs. Xxxxxxxxx, Xxxx and Xxxxxx & XxxxxxxXxxxxxx as members of a special committee of the board (the "Special Committee") empowered to, LLP are acting as legal advisors.among other things:

Messrs. Massimo X’Xxxxxx and Xxxxxx will fill XxXxxxxxx and representatives of PSC and Xxxx Xxxxxx, PC were in attendance. At the vacancies created by meeting on March 13, 2020, in addition to discussing progress in negotiations to date, the resignationsSpecial Committee discussed concerns regarding moving forward with the transaction amidst the COVID-19 pandemic that was afflicting the New York metropolitan area and the related market turmoil. At the meeting on March 19, effective today, of Xxxx Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders at the 2015 Annual Meeting, 2020 Xx. X’Xxxxxx reported that he had expressed these concerns to Dime. The Special Committee directed management to continue efforts to finalize the transaction with Dime, but to monitor developments related to COVID-19. On March 22, 2020, the Dime board of directors held a special telephonic meeting, which was attended by members of Dime senior management and representatives of Xxxxxxx Xxxxx and Messrs. RoedelXxxxxxx & Xxxxxx LLP. Representatives of Dime’s senior management reviewed with the Dime board of directors the status and process of Dime’s ongoing due diligence regarding Bridge, Sandersincluding Dime’s preliminary diligence findings and the remaining diligence areas to be covered. Representatives of Holland & Knight LLP provided an overview of the terms of the merger agreement, Golsen and White will have terms expiring highlighting material provisions of the proposed transaction. Also at this special meeting, senior management presented the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class Dime board of directors with terms expiring an update on the company’s COVID-19 monitoring, response and experience and stated that, as part of the due diligence process, Dime and Bridge were sharing their respective company’s COVID-19 response efforts. On March 26, 2020, at an executive session during a regularly-scheduled meeting of the 2017 Annual MeetingDime board of directors, senior management of Dime advised the Dime board of directors on the current status of the proposed transaction and ongoing due diligence efforts. With these appointmentsThrough the end of March 2020, the LSB Board will expand senior management teams of Dime and Bridge, with the assistance of representatives of their respective financial and legal advisors, continued the due diligence process. Also during this time, Dime and Bridge exchanged drafts of the merger agreement, as well as voting agreements to 13 be entered into by the Dime directors, 11 certain members of whom are independent Dime’s senior management, the Bridge directors and 9 certain members of whom were appointed in Bridge’s senior management. The parties also exchanged drafts of proposed amendments to Bridge’s Certificate of Incorporation and bylaws, as Bridge would be the last 24 monthslegal entity surviving the proposed business combination. These amendments addressed board of directors representation and committee composition and vacancies and the roles and responsibilities of “We are pleased to have reached this agreement with Starboard legacy” Dime and Bridge directors serving on the composition board of directors of the Board,resulting company during a “specified period” said Xxxxx of three years following the closing of the proposed merger transaction. At the regularly scheduled meeting of the Bridge board of directors on March 27, 2020, Xxxx Xxxxxx, Chief Executive Officer PC provided an update to the board of LSBdirectors regarding the merger agreement and related matters and representatives of PSC provided an updated financial analysis of Bridge, Dime and the proposed transaction, including an analysis of financial the impact on the business combination at various exchange ratios. “On behalf March 29, 2020, the Dime board of directors held a special meeting, with members of Dime senior management and representatives of Xxxxxxx Xxxxx and Xxxxxxx & Xxxxxx LLP in attendance. The Dime board of directors reviewed and discussed with representatives of Holland & Knight LLP terms of the entire Boarddraft merger agreement, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions proposed amendments to the Board resulting company’s certificate of incorporation and LSB. We look forward bylaws and the draft voting agreements to working be entered into with the new independent directors.” members of the Dime board of directors and certain members of Dime senior management. The representatives of Holland & Knight LLP noted key provisions of the merger agreement and ancillary documents, including terms of the proposed employment agreements to be agreed upon with each of Messrs. Xxxxx and Xxxxx and the resulting company, and proposed terms of severance arrangements, including an executive chairman and separation agreement to be entered into by Dime and Xx. Xxxxxx continuedXxxxx. The Dime board of directors and senior management discussed ongoing due diligence efforts, “We remain committed to enhancing stockholder value, as well as COVID-19 related matters and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to loan portfolio review conducted with the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% assistance of the Company’s outstanding sharesthird-party loan review firm. Under The representatives of Xxxxxxx Xxxxx discussed with the agreement, Starboard has agreedDime board of directors, among other thingsmatters, not certain financial terms of the proposed transaction assuming an “at-the-market” exchange ratio (as per the terms discussed by the parties) based on the most recent closing stock prices for Dime and Bridge of 0.680 and its updated pro forma financial analysis of the resulting company. On March 30, 2020, the Compensation Committee of the Bridge board of directors held a telephonic meeting that was attended by representatives of Xxxx Xxxxxx, PC and McLagan. The Compensation Committee reviewed and discussed terms for the proposed compensation related arrangements in the merger- of-equals transaction. It was noted that certain of the employment and change in control agreements currently in place for executives at both Bridge and Dime needed to solicit proxies or participate be restructured because the merger-of- equals transaction will constitute a change in any “withhold” campaign control and give rise to constructive termination and rights to severance. It was noted that Xx. Xxxxx would terminate employment, becoming the chairman of the board of directors of the resulting company, and would receive severance under his employment agreement. The Compensation Committee reviewed proposed terms of employment to be agreed upon with certain executive officers (Messrs. X’Xxxxxx, Xxxxx, XxXxxxxxx and Xxxxx), including new salary and incentive compensation opportunities, as well as certain transaction related compensation, including transaction bonuses, retention bonuses, and one-time equity grants. These arrangements were compared to similar merger- of-equals transactions and a peer group analysis was provided by McLagan. The Committee met with McLagan in executive session, and scheduled a meeting for March 31, 2020 to again review and discuss the proposals. At the telephonic meeting of the Bridge Compensation Committee held on March 31, at which meeting representatives of Xxxx Xxxxxx, PC and McLagan attended, the Compensation Committee approved and determined to recommend to the Bridge board of directors, the terms for the employment of four executive officers (Messrs. X’Xxxxxx, Xxxxx, XxXxxxxxx and Xxxxx) of the resulting company and the amounts and form of the transaction and retention bonuses, and the one time equity grants. On March 31, 2020, the Compensation Committee of the Dime board of directors held a meeting that was attended by representatives of Holland & Knight LLP and McLagan. The Compensation Committee reviewed and discussed terms for the proposed compensation related arrangements in the merger-of-equals transaction. Representatives of Holland & Knight LLP reviewed and discussed with the Compensation Committee the proposed terms of the employment agreements to be agreed upon with each of Messrs. O’Connor, Xxxxx, XxXxxxxxx and Xxxxx and the resulting company, proposed new salary and incentive compensation opportunities, as well as certain transaction related compensation, including transaction bonuses, retention bonuses, and one-time equity grants. The Dime Compensation Committee also discussed the proposed terms of severance related benefits, including the proposed terms of an executive chairman and separation agreement to be entered into between Dime and Xx. Xxxxx, pursuant to which Xx. Xxxxx would experience a separation from service that would entitle him to severance benefits under his existing employment agreement with Dime. These proposed arrangements were to be effective in connection with and upon the closing of the proposed business combination. Representatives of McLagan provided analyses of the executive compensation proposals in light of and as compared to similarly situated peer group companies of Dime/Bridge, as well as executive compensation in comparable merger-of-equals transactions. Following the presentation by McLagan, the Dime Compensation Committee approved the proposed terms of the employment agreements to be agreed to by Dime with Messrs. Xxxxx and Reddy and the proposed amounts and structure of transaction and retention bonuses and equity grants, as well severance related benefits and the executive chairman and separation agreement to be agreed to by Dime with Xx. Xxxxx, each subject to approval by the Dime board of directors in connection with the 2015 Annual Meeting and to vote its shares in support of all of the Company’s director nomineesproposed merger agreement. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect Subsequent to the Company’s say-on-pay proposalBridge Compensation Committee meeting on March 31, subject the Bridge Special Committee held a telephonic meeting to discuss the proposed transaction with Dime and the recent sharp decline in the stock markets in general, and in bank stocks in particular due to the recommendation COVID-19 pandemic. Representatives of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance PSC and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding PC attended this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practicesmeeting. Xx. Xxxxx continuedX’Xxxxxx noted that due diligence had been successfully completed by both parties. He reported that the Bridge Compensation Committee had met two times and had approved certain going forward and transaction related executive compensation arrangements. Xxxx Xxxxxx, PC reported that the definitive merger and related agreements had been negotiated and were ready to be presented to the board of directors and signed. Representatives of PSC noted that although Xxxxxx traded at a premium to book value per share and Dime traded at a discount to book value per share, the Bridge stock price had declined to a greater degree than Dime’s stock price relative to the pre-pandemic trading levels. Consequently, an exchange ratio based on an “We believe at-the-market” transaction resulted in a level of pro forma earnings accretion that a separation was below that previously considered. Representatives of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize PSC reviewed an analysis of the financial impact of exchange ratios based on the opportunities available then current Bridge stock price and enabling the Chemicals businesses based on 20, 30, 60 and 90 day weighted average closing prices of Bridge common stock. The Special Committee directed Bridge senior management and representatives of PSC to consider the potential value creation available through continue discussions with Xxxx as to an MLP structure following the completion of the El Dorado expansionacceptable exchange ratio.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Yosufzai and Xxxxxx will Kapoor shall fill the vacancies created by the resignations, effective today, expansion of Xxxx Xxxxxxx the Board and the resignation of Xxxxxx Xxxxx, who the Company hereby represents has submitted a letter of resignation to the Board that will become effective upon the execution and delivery of this Agreement. If reSubject to Section 1(b) and Section 1(c) below, the Kanen Group and the Company agree that, until the earlier of (x) the second anniversary of the date hereof and (y) such date on which the Kanen Group no longer, directly or indirectly, beneficially owns at least 4.0% (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares) of the Company’s outstanding Common Stock (the earlier of such events described in clauses (x) and (y) above being hereafter referred to as the “Nomination Right Expiration Date”), the Kanen Group shall have the right to submit to the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) two (2) nominees for inclusion as Board-elected by LSBrecommended director candidates (the “Kanen Nominees”) in the Company’s definitive proxy materials disseminated to the Company’s stockholders at the 2015 Annual Meeting, Xx. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at for their consideration with respect to (i) the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 months. “We are pleased to have reached this agreement with Starboard on the composition of the Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSB. “On behalf of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions to the Board and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% ii) each annual meeting of the Company’s outstanding shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection with the 2015 Annual Meeting and to vote its shares in support of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect stockholders subsequently convened prior to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, Nomination Right Expiration Date at which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices directors of the Company deemed appropriate by the Strategic Committeeare to be elected (each such subsequent annual meeting being hereafter referred to as a “Post-2018 Annual Meeting”). The Strategic Committee will make recommendations Each Kanen Nominee submitted to the Board based on its findings, and the Company intends Nominating Committee pursuant to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form this Section 1(a) shall qualify as an “independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansiondirector” under applicable Nasdaq Stock Market rules.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Xxxxx, Manseau, Xxxxxxxxxx and Xxxxxx other executive officers of Bridge and BNB Bank are parties to employment agreements or change in control agreements that provide for cash severance payments if the executive’s employment is voluntarily terminated for good reason or involuntarily terminated without cause following the merger; • each outstanding and unexercised option to purchase Bridge common stock under Bridge’s equity compensation plans (which we refer to as a “Bridge stock option”) will fill become fully vested and remain subject to the vacancies created by same terms and conditions that applied to the resignationscorresponding Bridge stock option immediately prior to the effective time; • each outstanding and unvested Bridge restricted stock award and restricted stock unit under Bridge’s equity compensation plans that are subject to time-based vesting will become fully vested; • each outstanding Bridge performance share unit (which we refer to as a “Bridge PSA”), with a performance-based vesting condition, will vest based upon the greater of: (i) the actual performance of the performance goals as of a date reasonably proximate to the closing date of the merger based upon pro-rated performance metrics through such date; or (ii) achievement at “target level” (as defined in the applicable Bridge equity compensation plans); • at closing of the merger, certain of Bridge’s directors and executive officers will continue to serve as directors or executive officers of the resulting company; and • account balances under the BNB Bank Supplemental Executive Retirement Plan, which balances are fully vested without regard to the merger and in which Messrs. X’Xxxxxx and Xxxxx participate, and the account balances of non-employee directors under the Amended and Restated Directors Deferred Compensation Plan, which are also fully vested without regard to the merger, provide for a lump sum distribution within thirty days following a change in control. Interests of Dime’s Directors and Executive Officers in the Merger (page 112) In considering the Dime board of directors’ recommendation to vote to approve the merger proposal, holders of Dime common stock should be aware that Dime’s directors and executive officers may have interests in the merger that are different from, or in addition to, those of holders of Dime common stock generally and that may create potential conflicts of interest. These interests, described in further detail under “Description of the Merger- Interests of Dime’s Directors and Executive Officers in the Merger,” include: • Xx. Xxxxx, Chief Executive Officer of Dime and Dime Community Bank, will receive change in control severance payments and benefits pursuant to the existing employment agreements between Xx. Xxxxx, Dime and Dime Community Bank. In addition, Xx. Xxxxx has entered into an executive chairman and separation agreement, which provides that Xx. Xxxxx is to serve as Executive Chairman of the Board of Directors of the resulting company, effective todayupon the closing date of the merger. In addition, and in accordance with the terms of Xxxx the merger agreement, he will receive a transaction bonus following completion of the merger; • Bridge has entered into retention and award agreements with Messrs. Xxxxx, Xxxxxx X.Xxxxxxx and Xxxxx that will be effective at the closing of the merger and which provide certain compensation in connection with such executives’ employment following closing of the merger, including a transaction bonus, retention payment and one-time equity grant; • Bridge and BNB Bank have entered into employment agreements with Messrs. Xxxxx, Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders Reddy that will be effective at the 2015 Annual Meetingclosing of the merger and which will supersede their current change in control employment agreements; • Dime Community Bank has entered into an Agreement and General Release with Xxxxxx X. Xxxxxx on July 2, 2020 providing that Xx. Xxxxxx’x employment with Dime Community Bank terminated on June 30, 2020 and that he would receive a termination payment in exchange for waiving his rights under this change in control agreement and executing a general release in favor of Dime and Dime Community Bank; • Xxxxxx has entered into a defense of tax position agreement with each of Xx. Xxxxx, Xx. Xxxxx, Xx. Xxxxxxx and Messrs. RoedelXx. Xxxxx, Sanderseffective upon the closing date of the merger, Golsen whereby Bridge has agreed to pay the costs of defending the executive’s tax position related to any claim by the United States Internal Revenue Service (together with any state or local taxing authority) with respect to any excise tax due under Section 4999 of the Internal Revenue Code; provided, however, such agreement shall only provide defense expense reimbursement but will not entitle the executive to reimbursement for any taxes, excise taxes or penalties due under such Section 4999; • Xxxxx X. Xxxxx and White other executive officers of Dime and Dime Community Bank are parties to change in control agreements that provide for cash severance payments if the executive’s employment is voluntarily terminated for good reason or involuntarily terminated without cause following the merger; • each outstanding and unexercised option to purchase Dime common stock under Dime’s equity compensation plans (which we refer to as a “Dime stock option”) will have terms expiring at the 2018 Annual Meeting become fully vested and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 months. “We are pleased to have reached this agreement with Starboard converted into a Bridge stock option based on the composition of the Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSB. “On behalf of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions to the Board and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continued, “We remain committed to enhancing stockholder value, and we believe the improvements we are making to increase capacity and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in 2016, to the extent market conditions allow exchange ratio and subject to Board approval, the same terms and conditions that applied to separate the Companycorresponding Dime stock option immediately prior to the effective time of the merger; • each outstanding and unvested Dime restricted stock awards under Dime’s Chemicals business from its Climate Control business and equity compensation plans that are subject to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP time-based vesting will become fully vested; • each outstanding Dime performance share award (which we refer to as a “StarboardDime PSA”), which beneficially owns approximately 7.6% with a performance-based vesting condition, will vest based upon the greater of: (i) the actual performance of the Companyperformance goals as of a date reasonably proximate to the closing date of the merger based upon pro-rated performance metrics through such date; or (ii) achievement at “target level” (as defined in the applicable Dime equity compensation plans); • at closing of the merger, certain of Dime’s outstanding sharesdirectors and executive officers will continue to serve as directors or executive officers, as applicable, of the resulting company; • account balances under the Benefit Maintenance Plan of Dime Community Bancshares, Inc., which balances are fully vested without regard to the merger, and the account balances of non-employee directors under the Retirement Plan for directors of Dime Community Bancshares, Inc., which account balances are also fully vested without regard to the merger, provide for a lump sum distribution upon the occurrence of a change in control; and • Dime’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement. Regulatory Matters Relating to the Merger (page 107) Under the terms of the merger agreement, Starboard the merger cannot be completed unless it is first approved by, or a waiver of such applications is obtained from, the New York State Department of Financial Services (which we refer to as the “NYSDFS”), and the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve”). Bridge has agreedfiled the required applications relating to the bank merger and intends to request a waiver from filing an application relating to the merger with the Federal Reserve. While Bridge does not know of any reason why it would not obtain the approvals in a timely manner, Bridge cannot be certain when or if it will receive the regulatory approvals or requested waiver. Conditions to Completing the Merger (page 122) The completion of the merger is subject to the fulfillment of a number of customary closing conditions, including: • approval of the merger proposal by both Dime and Bridge shareholders; • approval of the Bridge Certificate of Incorporation amendment proposal by Bridge shareholders; • receipt of all required regulatory approvals, consents or waivers and the expiration of all statutory waiting periods; • the absence of any order, decree, injunction, statute, rule or regulation that prevents the consummation of the merger or the bank merger or that makes completion of the merger or the bank merger illegal; • receipt of consent of all third parties whose consent is required to consummate the merger, except where failure to obtain such consent would not have a material adverse effect; • effectiveness of the registration statement of which this document is a part; • authorization for listing on The NASDAQ Global Select Market of the shares of Bridge common stock and Bridge preferred stock to be issued in the merger; • receipt by each of Bridge and Dime of an opinion from their respective legal counsel to the effect that the merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; • subject to the materiality standards provided in the merger agreement, the continued accuracy of the representations and warranties of Bridge and Dime in the merger agreement; • performance in all material respects by each of Bridge and Dime of its respective obligations under the merger agreement, unless waived by the other party; • the absence of any material adverse effect with respect to Bridge or Dime since the date of the merger agreement; and • none of the regulatory approvals containing any burdensome conditions. Terminating the Merger Agreement (page 130) The merger agreement may be terminated by mutual written consent of Bridge and Dime at any time prior to the completion of the merger. Additionally, subject to conditions and circumstances described in the merger agreement, either Bridge or Dime may terminate the merger agreement if, among other things, any of the following occur: • by the board of directors of either Bridge or Dime (provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement) if there is a material breach of any of the representations or warranties in the merger agreement, which breach cannot be cured prior to solicit proxies the termination date of the merger agreement (June 30, 2021), or participate is not cured within 45 days after written notice of such breach by the terminating party to the other party; • by the board of directors of either Bridge or Dime (provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there is a material failure to perform or comply with any of the covenants or agreements set forth in the merger agreement, which failure (i) by its nature cannot be cured prior to the termination date of the merger agreement, June 30, 2021, or (ii) is not cured within 45 days after written notice of such failure by the terminating party to the other party; • at the election of the board of directors of either Bridge or Dime, if the closing does not occur by the termination date of the merger agreement, June 30, 2021, or such later date as is agreed to in writing by Bridge and Dime; provided, that no party may terminate the merger agreement pursuant to this provision if the failure of the closing to have occurred on or before said date was due to that party’s material breach of any representation, warranty, covenant or other agreement contained in the merger agreement; • by either party if the other party (i) fails to recommend the merger to its shareholders or (ii) breaches its obligations with respect to refraining from or taking certain actions in connection with an “withholdacquisition proposal” campaign (as defined in the merger agreement) or obtaining shareholder approval; and • by the board of directors of either Bridge or Dime, if (i) a bank regulator whose approval is required in connection with the 2015 Annual Meeting merger agreement and to vote its shares the transactions contemplated by the merger agreement, has taken final and unappealable action that does not approve the merger agreement or the transactions contemplated thereby, (ii) any required regulatory approval includes a burdensome condition (as defined in support the merger agreement), or (iii) any court of all competent jurisdiction or other governmental entity has issued a final and unappealable order, decree, ruling, or taken any other action restraining, enjoining or otherwise prohibiting the merger. Termination Fee (page 130) Under certain circumstances described in the merger agreement in connection with the termination of the Companymerger agreement, including circumstances involving alternative acquisition proposals received by either party, the terminating party will be paid an $18.0 million termination fee. See “Description of the Merger — Termination Fee” on page 130 for a description of the circumstances under which the termination fee is payable. The termination fee could discourage other companies from seeking to acquire either Dime or Bridge. Accounting Treatment of the Merger (page 103) The merger will be accounted for as a reverse acquisition using the acquisition method of accounting, with Bridge treated as the legal acquirer and Dime treated as the accounting acquirer for financial reporting purposes. Comparison of Rights of Shareholders (page 145) When the merger is completed, holders of Dime common stock will receive shares of Bridge common stock and holders of Dime preferred stock will receive shares of Bridge preferred stock, with their rights governed by New York law and by Bridge’s director nominees. Starboard has also agreed to vote all Certificate of its shares in accordance with the Board’s recommendation with respect Incorporation and bylaws, each as revised pursuant to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities terms of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance merger agreement and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committeedescribed herein. The Strategic Committee rights of Dime shareholders will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansion.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.change

Messrs. Massimo Bxxxx and Xxxxxx will fill Lxxx were selected following a comprehensive search process that the vacancies created by Governance/Nominating Committee of the resignationsBoard has been conducting since December 2011, effective todaywith the assistance of Sxxxxxx Xxxxxx, a leading, global executive search firm. “Our Board of Xxxx Xxxxxxx Directors is pleased to nominate Lxxxxx and Xxxxxx Xxxxx. If re-elected by LSBSxx, and we believe they have the right skills, acumen and independence to add value to the Board’s stockholders at oversight, strategic input and deliberative process,” said Rxxxxx X. Xxxxxxx, Lead Independent Director for the 2015 Annual Meeting, Xx. Xxxxxxx and Messrs. Roedel, Sanders, Golsen and White will have terms expiring at the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join the class of directors with terms expiring at the 2017 Annual Meeting. With these appointments, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 monthsDST Board. “We are pleased confident that Lowell’s and Sam’s strong backgrounds in finance, management and consulting, combined with their independent perspectives, will be valuable to have reached this agreement with Starboard the Board as we continue to execute on our strategic priorities for the composition benefit of all DST shareholders.” Txxxxx X. XxXxxxxxxx and Wxxxxxx X. Xxxxxx will not stand for reelection to the Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSBBoard at the 2012 Annual Meeting. “On behalf of the entire BoardBoard and the Company, I would like to thank Xxxx Xxxxxxx Txx and Xxxxxx Xxxxx Bxxx for their dedicated years of service and contributions to tireless efforts. Txx and Bxxx have long been valued members of the Board and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continued, “We remain committed to enhancing stockholder valueBoard, and we believe wish them only the improvements we are making to increase capacity best in the future,” added Mx. Xxxxxxx. Gxxxxx Xxxxxxx, DST’s largest shareholder, and upgrade facilities will position LSB for enhanced growth and profitability. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects his affiliates have been completed and brought online in 2016, to the extent market conditions allow and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure expressed their support for the Chemicals business.” In connection with todayGovernance/Nominating Committee’s announcementselection of Messrs. Bxxxx and Liss by agreeing to vote all of their shares, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns representing approximately 7.622% of the Company’s outstanding common shares. Under the agreement, Starboard has agreed, among other things, not to solicit proxies or participate in any “withhold” campaign in connection with the 2015 Annual Meeting and to vote its shares in support of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic Committee. The Strategic Committee will make recommendations to the Board based on its findings, and the Company intends to announce the Board’s decisions with respect to these recommendations concurrent with its second quarter 2015 earnings release. The Company also agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist favor of Messrs. Xxxxxx X. GreenwellBxxxx, Sanders, Xxxxxx Lxxx and WhiteRxxx at the 2012 Annual Meeting. As previously announced the company is working with executive search firm Mx. Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able I applaud the Corporate Governance/Nominating Committee for its time, effort and results in finding two new highly qualified and independent directors. I look forward to continue continuing to work constructively with LSB the Company and the Board to reach this agreementdrive performance and increase long term shareholder value.” CONFIDENTIAL DRAFT Page 2 of 3 2.2.12 12:00 pm ET About Lxxxxx X. Xxxxx Mx. Xxxxx, 66, has more than 35 years of consulting experience. He is the founder of consulting firm LL Bxxxx Advisory, LLC, which provides advice and counsel to the top management and boards of directors on a range of corporate strategy and organizational issues. Prior to that, Mx. Xxxxx spent his career at global management consulting firm McKinsey & Company, Inc., most recently serving as a Senior Partner and a Director. During his career at McKinsey, Mx. Xxxxx was also the co-leader of the Center for Managing Uncertainty and was a co-founder of the Financial Institutions practice in 1975. He retired from McKinsey in 2012 and continues to serve in an advisory role. Mx. Xxxxx currently serves on the Nonprofit Boards of Davidson College and the Touch Foundation. He has authored or co-authored six books, including three focused on the global capital markets, banking, financial and credit crisis, and we look forward to meaningful value creationthe related regulatory and risk management issues. We believe that strengthening the Board with highly experienced He received his M.B.A from Harvard Business School and independent directors will support the Company a Bachelor’s Degree in executing on its plans to drive sales growth English and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansionHistory from Davidson College.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.

Messrs. Massimo Xxxxxx and Xxxxxx will fill Xxxxxxxx discussed this proposal with the vacancies created Starz board of directors, the Starz Special Committee and their respective legal and financial advisors. At that time, it was determined by the resignationsStarz board of directors and the Starz Special Committee that the offer was insufficient to maximize the value to its stockholders. At Starz’s direction LionTree informed Company A that their offer was rejected but that Xxxxx was willing to entertain an improved proposal from Company A. Over the following week, effective todayrepresentatives of Starz and Company A, together with their respective legal and financial advisors, continued to meet to negotiate the terms of Xxxx Xxxxxxx the merger agreement. On March 21, 2016, representatives of Company A revised their all stock offer to a 0.570x fixed exchange ratio, which was also not deemed sufficient by the Starz board of directors and Xxxxxx Xxxxxthe Starz Special Committee. If re-elected by LSB’s stockholders The next day, representatives of LionTree, at the 2015 Annual Meetingdirection of Xx. Xxxxxx, proposed a significantly higher counter-offer of a 0.75x fixed exchange ratio to Company A. On March 24, 2016, Xxxxx Xxxxx returned a revised mark-up of the merger agreement to Company A Counsel. On April 4, 2016, Xx. Xxxxxxx Xxxxxx and Messrs. RoedelXx. Xxxxxxxx met with the chief operating officer of Company A to discuss more specific pricing parameters, Sanders, Golsen certain operating covenants and White will have closing conditions. The principals were not able to reach mutually agreeable terms expiring at the 2018 Annual Meeting conclusion of that meeting but they agreed to continue working toward an agreement on these matters. In mid-April 2016, representatives of LionTree and Messrs. Massimo and Xxxxxx will join PJT Partners, financial advisor to Lions Gate, met at LionTree’s offices. Around the class of directors with terms expiring at the 2017 Annual Meeting. With these appointmentssame time, the LSB Board will expand to 13 directors, 11 of whom are independent and 9 of whom were appointed in the last 24 months. “We are pleased to have reached this agreement with Starboard on the composition of the Board,” said Xxxxx Xxxxxx, Chief Executive Officer of LSB. “On behalf of the entire Board, I would like to thank Xxxx Xxxxxxx and Xxxxxx Xxxxx for their dedicated service and contributions to the Board and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continuedreceived a call that another unrelated public company (which we refer to as “Company B”) might be interested in acquiring a controlling interest (but not all of the outstanding equity interests) in Starz. This proposed transaction would have included the acquisition of certain of Xx. Xxxxxx’x shares of Starz B common stock and a cash investment in Starz in exchange for newly issued shares. The Starz board of directors held a meeting on April 22, “We remain committed 2016 to enhancing stockholder valuediscuss the viability of Company B’s proposal. The meeting was not attended by Xx. Xxxx or Messrs. Xxxxxxxx, Xxxxxxxxx, Xxxxxx, Xxxxxx or Xxxxxxxx. Also present was a representative of Xxxxx Xxxxx. Following discussions among the Starz board of directors during the meeting and we believe the improvements we are making Starz Special Committee later that day, the Starz board of directors authorized Xx. Xxxxxx and the Starz Special Committee to increase capacity and upgrade facilities will position LSB pursue a possible transaction with Company B as well as to continue negotiating with Company A. In the latter half of April, Xx. Xxxxxx met with a principal of Company B to discuss potential terms for enhanced growth and profitabilitya transaction. We are therefore pleased to announce our intention, once our El Dorado facility expansion projects have been completed and brought online in In the second half of May 2016, Xx. Xxxxxx and a representative of LionTree again met with the principals of Company A to discuss a proposed transaction, while Xx. Xxxxxx and his advisors separately engaged in discussions regarding the terms on which Xx. Xxxxxx would be willing to sign a voting agreement in support of a Company A transaction. However, no further progress was made on the draft definitive documentation until June 1, 2016, when Company A Counsel returned a revised draft merger agreement to Xxxxx Xxxxx. Although Company A had not yet proffered a revised offer price, in light of progress on certain other transaction terms (although there remained significant issues relating to the extent market conditions allow operating covenants, the price that would be paid and subject to Board approval, to separate the Company’s Chemicals business from its Climate Control business and to explore an MLP structure for the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”), which beneficially owns approximately 7.6% of the Company’s outstanding shares. Under the agreement, Starboard has agreedregulatory approval concerns, among other things) Xx. Xxxxxx instructed LionTree to contact other viable bidders for Starz before finalizing a deal with Company A. At that point, representatives of LionTree reached out to several potential bidders, including Lions Gate. Following such discussions, a LionTree representative informed Starz that Lions Gate may be interested in making an offer for all of Starz. The Lions Gate board of directors held a meeting on May 23, 2016, in which Xx. Xxxxxx did not participate. Representatives of PJT Partners attended the meeting and presented an overview of a proposed combination with Xxxxx. The meeting was not attended by Xx. Xxxxxxxxxxx. After discussion, the Lions Gate board of directors authorized the Strategic Advisory Committee to solicit proxies or participate in any “withhold” campaign develop a non-binding proposal to Starz for a combination of the two companies. On June 1, 2016, the Strategic Advisory Committee of the Lions Gate board of directors met to discuss a transaction pursuant to which Lions Gate would acquire Starz. Xx. Xxxxxxx was not present at the meeting of the Strategic Advisory Committee, but expressed his support of the proposals to be discussed at the meeting. The meeting was also attended by representatives of PJT Partners and Xxxxxxxx. The Strategic Advisory Committee discussed a mix of consideration consisting of cash, Lions Gate common shares and warrants. The Strategic Advisory Committee also discussed reclassifying Lions Gate common shares into voting and non-voting shares in connection with the 2015 Annual Meeting and to vote its shares in support an acquisition of all of the Company’s director nominees. Starboard has also agreed to vote all of its shares in accordance with the Board’s recommendation with respect to the Company’s say-on-pay proposal, subject to the recommendation of Institutional Shareholder Services. In addition, the responsibilities of the Strategic Committee of the Board, which was formed in June 2014, will be expanded to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices of the Company deemed appropriate by the Strategic CommitteeStarz. The Strategic Advisory Committee will make recommendations discussed various other matters relating to a potential acquisition of Starz and resolved to submit a non-binding proposal to Starz for a combination of the two companies. The Strategic Advisory Committee also discussed proposing to acquire the shares of Starz Series B common stock held by Xx. Xxxxxx and his affiliates on the same terms that Lions Gate would propose to acquire such shares in connection with an acquisition of Starz by Lions Gate, in the event that the acquisition of Starz by Lions Gate did not occur. On June 2, 2016, Lions Gate delivered to Xx. Xxxxxx and Xx. Xxxxxxxx a written preliminary and non-binding proposal to acquire Starz for a mix of cash, Lions Gate common shares and warrants to acquire Lions Gate common shares. Lions Gate’s proposal for Starz Series A common stock was comprised of $23.25 in cash per share, an exchange of each existing Starz Series A common stock share for 0.331 newly created Lions Gate non-voting shares, and 0.225 tradable warrants to purchase the same newly created Lions Gate non-voting shares at a per share price of $40.00, which at the time implied a value of $31.60 per share to holders of Starz Series A common stock according to Lions Gate’s proposal letter. Lions Gate’s proposal for Starz Series B common stock was calculated as a 10% premium relative to each corresponding component offered for each share of Starz Series A common stock, which at the time implied a value of $34.76 per share to holders of Starz Series B common stock according to Lions Gate’s proposal letter. After receiving the proposal from Lions Gate, Xx. Xxxxxx met with Xxxxx Xxxxx representatives to discuss the proposal and the Starz Special Committee separately held discussions with Xxxx. On June 3, 2016, Xxxxx’s legal and financial advisors, including Xx. Xxxxxx (in his capacity as a member of the Starz Special Committee) and Xxxx, met to discuss the process now that Xxxxx had received competing indications of interest from two potential acquirers. Also on June 2, 2016, Lions Gate delivered a non-binding proposal to Xx. Xxxxxx to acquire the shares of Series B common stock held by Xx. Xxxxxx on the same terms that Lions Gate proposed to acquire such shares in connection with an acquisition of Starz by Lions Gate, in the event that the acquisition of Starz by Lions Gate did not occur. On June 4, 2016, Xx. Xxxxxx and a representative of LionTree spoke with a representative of PJT Partners and Xx. Xxxxx, to communicate that the price proposed by Lions Gate was insufficient and that there were several other issues that needed to be addressed, including that the transaction be conditioned on a majority approval of the minority stockholders of Starz (the Starz stockholders other than Xx. Xxxxxx, Lions Gate and their respective affiliates), which the Starz Special Committee indicated would be required in order for the Starz Special Committee to recommend a transaction. Xx. Xxxxxx, his advisors and representatives of Lions Gate were separately discussing the proposal that the consideration offered per share of Series B common stock would be based on a 10% premium to the Board price offered per share of the Series A common stock. Also, on June 4, 2016, and over the next two days, representatives of Xxxxx Xxxxx and Xxxx, on the one hand, and Company A and Company A Counsel, on the other hand, met to discuss Company A’s comments to the latest merger agreement draft. In particular, the participants discussed the risk of obtaining regulatory clearance, whether Company A would bear the risk of failing to obtain regulatory clearance and certain deal protection mechanisms, such as the applicability of no-shop provisions and the size of any termination fees, as well as the stringent nature of the operating covenants proposed by Company A and how the covenants could impact certainty of closing. Following these discussions, on June 6, 2016, Xxxxx Xxxxx, with input from Weil, circulated a revised merger agreement to Company A and Company A Counsel for review. On June 7, 2016, Xx. Xxxxxx and a representative of LionTree separately met with representatives of Lions Gate and Company A to discuss the status of their offers. Xx. Xxxxxx and a representative of LionTree communicated to Xx. Xxxxx and PJT Partners a counter-offer comprised of $23.25 per share in cash and 0.4680 of a share of newly created Lions Gate non-voting shares (without any warrants), in each case, on a per share basis for each share of Starz Series A common stock. Xx. Xxxxxx and a representative of LionTree communicated to representatives of Company A that certain provisions of the merger agreement, in particular around conditionality and limitations on operating covenants, needed to be improved and that Starz needed to receive an updated price proposal from Company A. Later that day, Xxxxx Xxxxx circulated a further revised merger agreement to Company A and Company A Counsel for review. On June 8, 2016, Xx. Xxxxxx, representatives of Xxxxx Xxxxx, Xx. Xxxxxx, and Xx. Xxxxxx’x advisors met to discuss the open issues relating to the two pending offers from Company A and Lions Gate. A representative of LionTree separately informed Xx. Xxxxxx that counter-offers from Company A and Lions Gate were expected later that day. Xx. Xxxxxx indicated to those present that he would be interested in supporting either transaction, solely in his capacity as a stockholder, in which Starz Series B common stock holders received a premium. Xx. Xxxxxx’x advisors informed Xxxxx that, as a condition to signing a voting agreement with either acquirer, Xx. Xxxxxx would require an indemnity and expense reimbursement. Later that day, representatives of Company A conveyed to a representative of LionTree a revised offer that provided Starz with the option of selecting either a 0.600x fixed exchange ratio or a floating exchange ratio with a fixed $33.00 share price, each payable in all Company A common stock, for each share of Starz Series A common stock. Also, later that day, representatives of Lions Gate submitted a revised offer of $20.00 in cash and 0.5660 of a share of Lions Gate non-voting shares, in each case, on a per share basis for each share of Starz Series A common stock. Xx. Xxxxxx, his advisors and representatives of Company A were separately discussing a proposal that the consideration offered per share of Series B common stock would be based on a 10% premium to the price offered per share of the Series A common stock. On June 9, 2016, Xxxxxxxx sent a draft merger agreement to Xxxxx Xxxxx on behalf of Lions Gate. On or about this time, Lions Gate also granted virtual data room access to Starz. On June 10, 2016, Company A Counsel sent a revised merger agreement to Xxxxx Xxxxx for review. The Starz Special Committee also met on that day with representatives of Xxxx and Raine to discuss the status of the proposed transactions with Company A and Lions Gate, including the draft merger agreements (and the operating covenants, conditionality and deal protection mechanics), the status of negotiations and the consents and approvals required to consummate a transaction (including the respective regulatory risks of each transaction). At this meeting of the Starz Special Committee, the representatives of Xxxx also discussed and answered questions regarding the roles and fiduciary duties of the Starz Special Committee members in considering the proposed transactions. Also, at this time, legal and financial due diligence re-commenced with regard to Lions Gate. Between June 11, 2016 and June 12, 2016, Xx. Xxxxxx held several calls with members of each of Messrs. Xxxxx and Feltheimer and Company A’s management teams to discuss the proposed terms of each transaction. Xx. Xxxxxx and Xx. Xxxx (in their capacities as members of the Starz Special Committee) remained in contact with Xx. Xxxxxx regarding the contents of the discussions with each bidder, and on June 13, Xx. Xxxxxx and Xx. Xxxxxxxx met with the chief executive officer and the chief operating officer of Company A to discuss the terms of its findingsoffer. Each of Company A’s and Lions Gate’s legal counsel, on the one hand, and Xxxxx Xxxxx and Xxxx, on the other hand, continued to negotiate the respective draft transaction agreements during this period. On June 14, 2016, Xx. Xxxxxxxx met with Xx. Xxxxx and Xxx Xxxxxxxxxx, Lions Gate’s chief executive officer, to discuss the status of the transaction and identify outstanding issues. Later that day, the Starz Special Committee met to consider both pending merger agreements. Representatives of Xxxx and Xxxxx also attended the meeting. After reviewing the terms of each proposal and discussing the respective updates on the status of each proposal since its prior meeting on June 10, 2016, the Starz Special Committee members discussed with its advisors the relative advantages and disadvantages of each proposal, including the regulatory risks and conditionality concerns presented by the possible transaction with Company A. The Starz Special Committee determined to continue evaluating both proposals. Later that day, the Starz board of directors met for its regularly scheduled annual meeting during which it received a preliminary analysis from LionTree regarding the pending proposals from Lions Gate and Company A. Representatives of Xxxxx Xxxxx and XxxxXxxx also attended the meeting. The meeting was not attended by Messrs. Xxxxxx, Xxxxxx or Xxxxxxxx. Following discussions and deliberations, the Starz board of directors was unable to reach consensus regarding which proposal was in the best interests of Starz and its stockholders, and the Company intends directors directed Starz management to announce the Board’s decisions continue pursuing negotiations with respect both potential acquirers in an effort to these recommendations concurrent with maximize value for its second quarter 2015 earnings releasestockholders. The Company also members of the Starz Special Committee agreed to form an independent Board Committee to oversee the Company’s previously announced executive search for a President of the Chemicals business; this committee will consist of Messrs. Xxxxxx X. Greenwell, Sanders, Xxxxxx and White. As previously announced the company is working with executive search firm Xxxxxxx Xxxxxx to assist in the search. The Company also announced that Xx. Xxxxxxxxx was elected Lead Independent Director. Xxxx Xxxxx, CEO of Starboard, stated, “We are pleased that we have been able to continue to work constructively with LSB to reach this agreement, and we look forward to meaningful value creation. We believe that strengthening the Board with highly experienced and independent directors will support the Company in executing on its plans to drive sales growth and profitability for the benefit of all shareholders. Xxxxx Xxxxxxx, Xxxxxx Xxxxxx, and Xxxx Xxxxx bring substantial experience in the Chemicals and Fertilizer industries, which should help LSB as it continues its progress in turning around and significantly expanding this business. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as the LSB Board reviews its governance practices. Xx. Xxxxx continued, “We believe that a separation of LSB’s two highly valuable businesses will create substantial value for all shareholders, allowing each business to fully capitalize on the opportunities available and enabling the Chemicals businesses to consider the potential value creation available through an MLP structure following the completion of the El Dorado expansionapproach.” Credit Suisse is serving as financial advisor to LSB and Wachtell, Lipton, Xxxxx & Xxxx and Xxxxxx & Xxxxxxx, LLP are acting as legal advisors.