Big Lots 2014 Annual Report Download - page 72

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(c) the name of each nominee holder of shares of capital stock of the corporation owned beneficially but
not of record by the Eligible Shareholder or its affiliates and the number of such shares of capital stock of
the corporation held by such nominee holder, and the Eligible Shareholder’s agreement that it shall notify
the corporation in writing within five business days after the record date for the annual meeting of the class
and number of shares of capital stock of the corporation owned beneficially but not of record by the Eligible
Shareholder and the number of such shares of capital stock of the corporation held by such nominee holder
as of the record date for the annual meeting;
(d) a representation that the Eligible Shareholder intends to be present in person or by proxy at the annual
meeting to present its nomination of the Shareholder Nominee;
(e) a description of any agreement, arrangement or understanding (whether or not in writing) with
respect to the nomination between such Eligible Shareholder and any other person, including, without
limitation, any agreements that would be required to be described or reported pursuant to Item 5 or Item 6
of Schedule 13D under the Exchange Act (regardless of whether the requirement to file a Schedule 13D
is applicable to the Eligible Shareholder), and the Eligible Shareholder’s agreement that it shall notify the
corporation in writing within five business days after the record date for the annual meeting of any such
agreement, arrangement or understanding in effect as of the record date for the annual meeting;
(f) a description of any derivative instrument, swap, option, warrant, short interest, hedge or profit
interest that has been entered into by or on behalf of such Eligible Shareholder with respect to any shares of
capital stock of the corporation (including the notional number of shares that are the subject thereof) and a
description of any other transaction, agreement, arrangement or understanding (including any short position
or any borrowing or lending of shares of capital stock) that has been made by or on behalf of such Eligible
Shareholder, the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of stock price
changes for, such Eligible Shareholder or to increase or decrease the voting power or pecuniary or economic
interest of such Eligible Shareholder with respect to capital stock of the corporation (including the notional
number of shares that are the subject of such transaction, agreement, arrangement or understanding), and
the Eligible Shareholder’s agreement that it shall notify the corporation in writing within five business
days after the record date for the annual meeting of any such transaction, agreement, arrangement or
understanding in effect as of the record date for the annual meeting;
(g) any other information relating to the Eligible Shareholder that is required to be disclosed in
solicitations of proxies for elections of directors in an election contest, or is otherwise required, in each case
pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and
(h) the written consent of such Eligible Shareholder to the public disclosure of the information provided
pursuant to this Section 2.13(G)(vii).
(viii) a written representation that the Eligible Shareholder (including each member of any group of
shareholders that together is an Eligible Shareholder hereunder) (a) acquired the Required Shares in the
ordinary course of business and not with the intent to change or influence control at the corporation, and
does not presently have such intent, (b) presently intends to maintain qualifying ownership of the Required
Shares through the date of the annual meeting, (c) has not nominated and shall not nominate for election to
the board of directors any person other than the Shareholder Nominee(s) being nominated by such Eligible
Shareholder pursuant to this Section 2.13, (d) has not engaged and shall not engage in, and has not and shall not
be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange
Act in support of the election of any individual as a director at the annual meeting other than its Shareholder
Nominee(s) or a nominee of the board of directors, (e) shall not distribute to any shareholder any form of
proxy for the annual meeting other than the form distributed by the corporation, (f) agrees to comply with
all applicable laws and regulations applicable to any solicitation in connection with the annual meeting, and
(g) shall provide facts, statements and other information in all communications with the corporation and its
shareholders that are or shall be true and correct in all material respects and do not and shall not omit to state
a material fact necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading;