Extract to table

The Board's decision to retain Stonebridge and to explore strategic alternatives may serve as a partial response to these demands, but it must be grounded in the Board's independent business judgment regarding what course of action will best serve the interests of AGMG and its shareholders

The CEO search process must be coordinated with but kept independent from the strategic alternatives review, for reasons discussed in Section V of this memorandum

The Board must be conscious that these factional dynamics do not distort the strategic alternatives evaluation, and must act collectively in the discharge of its fiduciary duties regardless of individual directors' views on the CEO succession

To invoke the protection of the business judgment rule, a board must satisfy four requirements: (i) Procedural Due Care

The directors must inform themselves of all material information reasonably available to them before making a decision

The decision itself must have a rational business purpose