the risk or benefit of share price changes for, or to increase or decrease the voting power of such person; and all information relating to such person that is required to be disclosed in
solicitations of proxies for the contested election of directors, or is otherwise required, in each case pursuant to the Section 14 of the 1934 Act;
(B) such persons written consent to being named in such stockholders proxy statement as a nominee of such stockholder and to
serving as a director of the Company if elected;
(C) a reasonably detailed description of any direct or indirect compensatory, payment,
indemnification or other financial agreement, arrangement or understanding that such person has, or has had within the past three years, with any person or entity other than the Company (including the amount of any payment or payments received or
receivable thereunder), in each case in connection with candidacy or service as a director of the Company (a Third-Party Compensation Arrangement); and
(D) a description of any other material relationships between such person and such persons respective affiliates and associates, or
others acting in concert with them, on the one hand, and such stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, or others acting in concert with
them, on the other hand;
(2) as to any other business that the stockholder proposes to bring before the annual meeting:
(A) a brief description of the business desired to be brought before the annual meeting;
(B) the text of the proposal or business (including the text of any resolutions proposed for consideration and, if applicable, the text of
any proposed amendment to these bylaws or the Companys certificate of incorporation);
(C) the reasons for conducting such business
at the annual meeting;
(D) any material interest in such business of such stockholder giving the notice and the beneficial owner, if
any, on whose behalf the proposal is made, and their respective affiliates and associates, or others acting in concert with them; and
(E) a description of all agreements, arrangements and understandings between such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made, and their respective affiliates or associates or others acting in concert with them, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and
(3) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
(A) the name and address of such stockholder (as they appear on the Companys books), of such beneficial owner and of their respective
affiliates or associates or others acting in concert with them;
(B) for each class or series, the number of shares of stock of the
Company that are, directly or indirectly, held of record or are beneficially owned by such stockholder, such beneficial owner or their respective affiliates or associates or others acting in concert with them;
(C) a description of any agreement, arrangement or understanding between such stockholder, such beneficial owner or their respective
affiliates or associates or others acting in concert with them, and any other person or persons (including, in each case, their names) in connection with the proposal of such nomination or other business;
(D) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or
short positions, profit interests, forwards, futures, swaps,
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