13D Filing: Steel Partners and Aerojet Rocketdyne Holdings Inc. (AJRD)

(f)       Each
of the individuals who are Reporting Persons or listed on Schedule A is a citizen of the United States of America. Each
of the entities who are Reporting Persons are organized under the laws of the State of Delaware.

Item 3 is hereby amended
and restated to read as follows:

The aggregate purchase
price of the 4,180,997 Shares owned directly by Steel Excel is approximately $47,519,535, including brokerage commissions. The
Shares owned directly by Steel Excel were acquired with funds of an entity affiliated with SPHG Holdings that initially purchased
the Shares prior to being contributed to SPHG Holdings and subsequently contributed to Steel Excel.

The aggregate purchase
price of the 60,546 Shares owned directly by SPL is approximately $1,081,073, including brokerage commissions. The Shares owned
directly by SPL were acquired with the working capital of SPL.

Warren G. Lichtenstein
owns directly 39,771 Shares and currently exercisable stock options to purchase 243,546 Shares, all of which were awarded to him
in his capacity as a director of the Issuer.

Steel Excel and SPL
effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the accounts.

Item 5(a) is hereby
amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 75.1 million Shares outstanding, which
is the total number of Shares outstanding as of October 26, 2017 as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 2, 2017.