On June 14, 2019, Cousins Properties Incorporated, completed its previously announced acquisition of TIER REIT Inc., a Maryland corporation, pursuant to the Agreement and Plan of Merger, dated as of March 25, 2019, by and among the Cousins, TIER and Murphy Subsidiary Holdings Corporation, a Maryland corporation and direct wholly owned subsidiary of the Cousins. Pursuant to the terms of the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, on June 14, 2019, at the effective time of the Merger (the “Effective Time”), TIER merged with and into Merger Sub (the “Merger”) with Merger Sub continuing as the surviving corporation of the Merger. At the Effective Time, the size of the Cousins Board of Directors was expanded from nine to ten directors and, pursuant to the Merger Agreement, two members of the TIER Board of Directors, Mr. Scott W. Fordham and Mr. R. Kent Griffin, Jr., were appointed to the Cousins Board of Directors. Messrs. Fordham and Griffin have not yet been appointed to any committee of the Cousins Board of Directors. Scott W. Fordham served as the chief executive officer and a director of TIER since 2014. Mr. Fordham has over 25 years of experience in commercial real estate with an emphasis on strategy, transactions, corporate finance and capital markets. Mr. Fordham previously served as TIER’s president from 2013 until February 2018. Mr. Fordham previously served as an executive with Prentiss Properties Trust, a publicly-traded REIT, and its successor, Brandywine Realty Trust, along with Apartment Investment and Management Company. R. Kent Griffin, Jr. previously served as an independent director of TIER since January 2017. Mr. Griffin brings extensive experience in real estate operations, corporate finance and capital markets. Mr. Griffin served from 2008 to 2015 as president and chief operating officer of BioMed Realty Trust Inc. Mr. Griffin joined BioMed as chief financial officer in 2006, and prior to that, he worked in investment banking and public accounting and advisory. In addition, effective as of June 14, 2019, Edward M. Casal resigned as a director of Cousins and as a member of the Audit Committee of the Cousins Board of Directors.