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 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 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 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 trademarks owned by the Strategic Committeetheir respective owners. The Strategic Committee will make recommendations to the Board based Xxxxxxx Asset Management is a value-oriented investment firm focused 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 creating long-term shareholder value by engaging constructively with LSB to reach this agreementmanagements and boards of undervalued public companies. Xxxxxxx Capital Management, and we look forward to meaningful value creation. We believe 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 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 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 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 Xxxx and Xxxxxx Xxxxx will fill remain on the vacancies created by SHL board, except as provided below. At the resignationstime that the SHL New Director Condition is satisfied, Messrs. Xxxx and Xxxxx will resign from the SHL board, effective todayimmediately, 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, except to the extent market conditions allow that one or both is a Director Nominee. In the event that two of the Director Nominees join the SHL board, but one Director Nominee has not yet joined the SHL board, one of Messrs. Xxxx or Xxxxx (to the extent they are not Director Nominees) will resign from the SHL board, effective immediately, and subject the other shall remain on the SHL board until the SHL New Director Condition is satisfied at which time he will resign from the SHL board, effective immediately, unless he is a Director Nominee.  For the avoidance of doubt, either the Consenting Surplus Noteholders or the Consenting SHL Holders may designate Messrs. Xxxx and/or Xxxxx as their Director Nominee(s) provided for above.  Each Director Nominee will have customary board observer rights until such time as they are seated on the SHL board or their nomination is withdrawn.  The Syncora Parties will use commercially reasonable efforts to Board approval, to separate (a) obtain all applicable regulatory approvals for each of the Company’s Chemicals business from its Climate Control business Director Nominees as promptly as practicable and to explore an MLP structure for (b) have each of the Chemicals business.” In connection with today’s announcement, LSB has entered into an agreement with Starboard Value LP (“Starboard”Director Nominees seated on the SHL board upon or as promptly as practicable following Closing.  The Consenting Surplus Noteholders and the Consenting SHL Holders shall provide a list of at least four acceptable replacement nominee(s), which beneficially owns approximately 7.6% replacement nominees shall be designated in writing by the Majority Consenting Surplus Noteholders and the Majority Consenting SHL Holders, respectively, that choose to participate in the nomination process (each, a “Replacement Nominee”) that could serve in the place of such Consenting Holders’ Director Nominee if their Director Nominee(s) are unwilling or unable to complete their term. In the event that one or more of the Company’s outstanding shares. Under Consenting Surplus Noteholders’ or the agreementConsenting SHL Holders’ nominee(s) are unwilling or unable to complete their term, Starboard has agreed, among other things, not the Syncora Parties will use commercially reasonable efforts to solicit proxies or participate in any “withhold” campaign in connection with have a Replacement Nominee seated on the 2015 Annual Meeting and SHL board as soon as reasonably practicable 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 proposalreplace such director, subject to applicable regulatory approvals and customary review process of the recommendation SHL board of Institutional Shareholder Servicesdirectors. In addition Each of the Director Nominees will be entitled to one three-year term hereunder; provided that if a Director Nominee is Messrs. Xxxx and/or Xxxxx, such director shall resign from their current term effective immediately upon Closing and will be entitled to begin one new three-year term effective immediately upon Closing.  Each of the Director Nominees shall be “independent” as such term is used in the NYSE listing rules and unaffiliated with any of the Consenting Holders.  The Director Nominees shall not be entitled to receive compensation or indemnification for their board service from any person or entity other than the Syncora Parties.  One Director Nominee provided for above will be entitled to serve on the Compensation Committee, one Director Nominee provided for above will be entitled to serve on the Nominating and Governance Committee and one Director Nominee provided for above will be entitled to serve on the Finance and Risk Oversight Committee. If a Director Nominee is Messrs. Xxxx or Xxxxx, one of them will be the Director Nominee designated to serve on the Nominating and Governance Committee. For the avoidance of doubt, each of the three Director Nominees will be entitled to serve on one committee, which shall be a different committee from each other Director Nominee. The committee to which a director nominee is assigned will be determined by the Nominating and Governance Committee, in its sole discretion, taking into consideration, in good faith, the responsibilities preferences of the Strategic Committee Consenting Surplus Noteholders and the Consenting SHL Preferred Holders. Disclosure .......................................................As soon as reasonably practicable following Closing, the Syncora Parties will disclose:  SHL’s GAAP reserves (including the portion attributable to SGI and SCAI) by risk category.  For all credits with net par exposure greater than $40 million (i.e., aggregate exposure by credit, not CUSIP), the name, net par outstanding, maturity, rating, business area, sector, and sub- sector; provided that names may be made anonymous and net par outstanding and maturity may be disclosed as ranges as necessary.  The Syncora Parties and Lazard, representing an ad hoc group of the Boardholders of Surplus Notes, 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 have agreed to the Board based on its findingsnames, net par outstanding and maturities to be withheld from the Company intends to announce initial disclosure upon Closing. Beginning with 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 immediately following the completion of the El Dorado expansionTransactions, the Syncora Parties will hold quarterly earnings /business update calls to discuss the results of operations for the relevant reporting period and each such call shall include a reasonable question and answer session.” 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 Edwaxx Xxxx xxx Chrixxxxxxx Xxxxx, xxmbers of the Board of Directors with significant business and financial experience, were named as the members of the Special Committee. These two directors were chosen because neither of them had a conflict of interest in relation to the proposed transaction. The Board of Directors authorized the Special Committee to establish such procedures, review such information and engage such financial advisors and legal counsel as it deemed necessary to fully and adequately make determinations about Mr. Xxxxxx' xxoposal and to accept the proposal, reject the proposal, or seek to negotiate with Mr. Xxxxxx will fill xxxarding the vacancies created terms of the proposed transaction, and to fulfill its other duties. At the special meeting of the Board of Directors, Mr. Xxxxxx xxxivered a letter from Donaxxxxx, Xxfkxx & Xenrxxxx xx Herbalife dated July 7, 1999, to the effect that, based on information provided to Donaxxxxx, Xxfkxx & Xenrxxxx xx that date, subject to certain conditions, it was highly confident that the financing needed for the proposed transaction could be arranged. Also, a representative of Deloitte & Touche LLP ("Deloitte & Touche") present at the special meeting described the general tax and accounting aspects of the proposal, and representatives of Irell & Manexxx XXX (xxe legal advisor to the Company and Mr. Xxxxxx) xxesent at the special meeting described the Board of Directors' fiduciary duties in relation to the proposal. On July 12, 1999, the Special Committee engaged Lathxx & Xatkxxx xx its legal counsel to advise the Special Committee regarding its duties in response to the proposal. The Special Committee and Lathxx & Xatkxxx xxxcussed on several occasions the procedures to be followed in analyzing the proposal and any other offers from Mr. Xxxxxx xx others to acquire Herbalife. Lathxx & Xatkxxx xxxised the Special Committee concerning the Special Committee's legal responsibilities and the legal principles applicable to, and the legal consequences of, actions taken by the resignations, effective today, Special Committee with respect to the proposal and any other offers from Mr. Xxxxxx. The Special Committee provided to Lathxx & Xatkxxx xxx draft merger agreement provided to the Board of Xxxx Xxxxxxx and Xxxxxx Xxxxx. If re-elected by LSB’s stockholders Directors at the 2015 Annual MeetingJuly 8, Xx1999 meeting, together with the other documents provided at such meeting. Xxxxxxx and Messrs. RoedelBeginning on July 13, Sanders1999, Golsen and White will have terms expiring at Lathxx & Xatkxxx xxxmitted requests for legal documents to Irell & Manexxx XXX, which were also given to Herbalife. Over the 2018 Annual Meeting and Messrs. Massimo and Xxxxxx will join next few weeks, Herbalife provided the class of directors with terms expiring at documents requested, including the 2017 Annual Meetingmulti-year business plan referred to above. With these appointmentsOn July 21, 1999, after having interviewed several nationally recognized investment banking firms, the LSB Board will expand Special Committee engaged Bear Xxxxxxx xx serve as its financial advisor for the purpose of advising the Special Committee and assisting the Special Committee in any negotiations with Mr. Xxxxxx xxx if necessary, delivering a fairness opinion to 13 directorsthe Special Committee in connection with the proposed transaction. On July 21, 11 of whom are independent 1999, the Special Committee instructed Bear Steaxxx xx commence its investigation and 9 of whom were appointed in the last 24 months. “We are pleased to have reached this agreement with Starboard on the composition analysis of the Board,” said Xxxxx value of Herbalife and the proposal of Mr. Xxxxxx. Xxereafter, Chief Executive Officer of LSBBear Steaxxx xxxmitted to the Company its requests for business and financial information. “On behalf of the entire BoardSpecial Committee, I Lathxx & Xatkxxx xxxuested that Herbalife provide members of the Special Committee with compensation for serving on the Special Committee. By unanimous written consent dated July 23, 1999, the Herbalife Board of Directors approved compensation for the Special Committee in recognition of the added efforts and time they would like need to thank Xxxx expend during their assignment. The terms of this compensation are described under "-- Interests of Certain Persons -- The Board of Directors." During the period from July 21, 1999 to August 11, 1999, Bear Xxxxxxx xxxiewed financial and Xxxxxx Xxxxx for their dedicated service other information concerning Herbalife, including Herbalife's audited and contributions interim financial statements, Herbalife's multi-year financial model, and other information concerning Herbalife described below in "-- Opinion of Financial Advisor to the Board Special Committee." Bear Xxxxxxx xxxo met with members of Herbalife's management on several occasions. On July 28, 1999, the Special Committee met with Herbalife's senior executives, Bear Xxxxxxx, Xxnaxxxxx, Xxfkxx & Xenrxxxx, Xxxxx & Xanexxx XXX xxx Lathxx & Xatkxxx xx receive presentations from Herbalife's senior executives about the proposed transaction and LSB. We look forward to working with the new independent directors.” Xx. Xxxxxx continuedHerbalife's business, “We remain committed to enhancing stockholder valueprospects, financial position 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 Servicesfinancial statements. In addition, management of Herbalife presented Herbalife's multi-year business plan, which included projections of future operating performance. On July 30, 1999, Bear Xxxxxxx xxx Lathxx & Xatkxxx xxx with Mr. Xxxxxx xx discuss his views of Herbalife's business and prospects and his reasons for proposing the responsibilities transaction. Representatives of Donaxxxxx, Xxfkxx & Xenrxxxx xxx Irelx & Xanexxx XXX were also present at the meeting. On August 5, 1999, Bear Xxxxxxx xxx with Herbalife's Chief Financial Officer and certain members of the Strategic Committee finance department for a more detailed review of various aspects of Herbalife's historical and projected financial performance. With respect to projections, Bear Steaxxx xxx the Company's representatives discussed in detail the assumptions used in the preparation of the Boardprojections, as well as alternative assumptions that management had also considered at the time the projections were prepared. On August 10, 1999, the Special Committee held a telephonic meeting at which was formed in June 2014Bear Steaxxx xxx Lathxx & Xatkxxx xxxticipated. At the meeting, will be expanded representatives of Bear Steaxxx xxxsented the preliminary conclusions of their valuation analysis to include an evaluation of Company’s corporate governance and management structure, related party transactions and any other governance practices the members of the Company deemed appropriate by the Strategic Special Committee. The Strategic Committee will make recommendations to the Board representatives of Bear Steaxxx xxxicated that, based on its findingsthe information that they had received to date, and they would be unable to recommend that Bear Steaxxx' xxluation committee approve the Company intends to announce issuance of a fairness opinion at 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 businessproposed $12.50 merger price. In addition, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx bring vast corporate governance experience that we believe will be invaluable as representatives of Lathxx & Xatkxxx xxxiewed 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 other proposed terms of the El Dorado expansion.” Credit Suisse is serving as financial advisor transaction with the Special Committee and concluded that they could not recommend that the Special Committee accept the terms and conditions offered in the initial proposal. The Special Committee determined that, before taking action to LSB and Wachtellreject the initial proposal, LiptonMr. Xxxxxx xxxuld be given the opportunity to further explain his proposal to the Special Committee. Accordingly, that same day, the members of the Special Committee participated in a teleconference call with representatives of Herbalife, Donaxxxxx, Xxfkxx & Xenrxxxx, Xxxxx & Xxxx Xanexxx XXX, Bear Steaxxx xxx Lathxx & Xatkxxx. Xx this conference call, Donaxxxxx, Xxfkxx & Xenrxxxx xxx Irelx & Xanexxx XXX xxxvided additional information to the Special Committee and Xxxxxx its advisors regarding Mr. Xxxxxx' xxews as to the fairness of the proposed transaction. On August 11, 1999, the Special Committee held a further telephonic meeting at which Bear Steaxxx xxx Lathxx & XxxxxxxXatkxxx xxxticipated. The views expressed on the previous day's conference call were discussed in detail. Bear Steaxxx xxx Lathxx & Xatkxxx xxxh indicated that their views as to the fairness of the proposed transaction had not been materially altered as a result of the previous conference call. After further discussion, LLP are acting as legal advisorsthe Special Committee voted unanimously to reject Mr. Xxxxxx' xxitial proposal, and directed the Special Committee's advisors to communicate the rejection to Mr. Xxxxxx' xxvisors.

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. 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 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 trademarks owned by the Strategic Committeetheir respective owners. The Strategic Committee will make recommendations to the Board based Xxxxxxx Asset Management is a value-oriented investment firm focused 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 creating long-term shareholder value by engaging constructively with LSB to reach this agreementmanagements and boards of undervalued public companies. Xxxxxxx Capital Management, and we look forward to meaningful value creation. We believe 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 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. 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 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 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 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.