On October 24, 2019, Flushing Financial Corporation (parent), entered into an Agreement and Plan of Merger with Empire Bancorp Inc., and Lighthouse Acquisition Co. Inc. (Merger Sub). Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge (the First-Step Merger) with and into Empire, with Empire as the surviving entity, and immediately following the effective time of the First-Step Merger, Empire will merge with and into Flushing Financial, with Flushing Financial as the surviving entity (together with the First-Step Merger, the Integrated Mergers). It is anticipated that immediately following the consummation of the Integrated Mergers, Empire's wholly-owned bank subsidiary, Empire National Bank, will merge with and into Flushing Financial's wholly-owned bank subsidiary, Flushing Bank (parent bank), with Flushing Bank as the surviving bank (together with the Integrated Mergers, the Transaction). The Merger Agreement also provides that, effective as of the effective time of the Integrated Mergers, Douglas C. Manditch, Empire's and Empire National Bank's current Chairman of the Board of Directors, President and Chief Executive Officer, will be appointed to serve as a Class C director of the Boards of Directors of Flushing Financial and Flushing Bank. In addition, the Merger Agreement provides that, effective as of the effective time of the Integrated Mergers, Flushing Financial will create an Advisory Board of Flushing Financial and will appoint the current members of Empire's Board of Directors (other than Mr. Manditch) to serve as members of the Advisory Board. Effective as of the Effective Time, Parent shall (i) increase the size of the Parent Board to twelve (12) members and, in its capacity as the sole shareholder of Parent Bank, take such actions as may be necessary to increase the size of the Board of Directors of Parent Bank to twelve (12) members and (ii) appoint Mr. Douglas C. Manditch to the Boards of Directors of Parent and Parent Bank. Mr. Manditch shall be appointed to serve as a Class C director of the Boards of Directors of Parent and Parent Bank.