13D Filing: Starboard Value LP and Depomed Inc (DEPO)

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I. Principal GP
(a) Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the
(i) 3,771,016 Shares owned by Starboard V&O Fund, (ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129 Shares owned
by Starboard C LP, and (iv) 426,935 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 4,890,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,890,000
4. Shared power to dispose or direct the disposition: 0
(c) Principal GP has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard
Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
J. Messrs. Smith, Mitchell and Feld
(a) Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of
the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner
of the (i) 3,771,016 Shares owned by Starboard V&O Fund, (ii) 444,920 Shares owned by Starboard S LLC, (iii) 247,129 Shares
owned by Starboard C LP, and (iv) 426,935 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,890,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,890,000
(c) None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during
the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP
and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by
reference.
K. Mr. Molinelli
(a) As of the close of business on March 1, 2018, Mr. Molinelli beneficially owned 3,252 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 3,252
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,252
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Molinelli has not entered into any transactions in the Shares during the past sixty days.
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