(i) sell, offer or agree to sell to any Third Party, through swap or hedging transactions,
derivative agreements or otherwise, any voting rights decoupled from the underlying Voting Securities;
(j) engage in any short sale or
any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including any put or call option or swap transaction) with respect to any security (other than a broad-based market basket or
index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of Company, or enter into any stock borrowing, stock pledging or stock lending arrangement or agreement with
respect to securities of Company;
(k) other than through non-public communications with Company
that would not reasonably be expected to trigger public disclosure obligations for any Party, make or disclose any statement regarding any intent, purpose, plan or proposal with respect to the Board, Company or its management, policies, affairs or
assets, or the Voting Securities or this Agreement, that is inconsistent with the provisions of this Agreement, including any intent, purpose, plan or proposal that is conditioned on, or that would require, the waiver, amendment, nullification or
invalidation of any provision of this Agreement, or take any action that would reasonably be expected to require Company to make any public disclosure relating to any such intent, purpose, plan, proposal or condition;
(l) compensate or enter into any agreement, arrangement or understanding, whether written or oral, to compensate any person for his or her
service as a director of Company (other than pursuant to ordinary course compensation arrangements related to the New Directors service as an employee of any member of the Investor Group) with any cash, securities (including any rights or
options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement) or other form of compensation directly or indirectly related to Company or its securities (it being understood that,
notwithstanding anything to the contrary in this Agreement and notwithstanding any termination of this Agreement, the restrictions on the Investor Signatories and the other Restricted Persons contemplated by this clause (m) will be operative so
long as the New Director is serving on the Board);
(m) other than with other Restricted Persons, enter into any negotiations, agreements
(whether written or oral), arrangements or understandings with, or advise, finance, assist or encourage, any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Agreement;
(n) acquire, offer, agree or propose to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another
Person, by joining a partnership, limited partnership, syndicate or other group (including a group as defined pursuant to Section 13(d) of the Exchange Act), through swap or hedging transactions, or otherwise, or direct any Third
Party in the acquisition of, any securities of Company or any rights decoupled from the underlying securities of Company that would result in the Investor Group in the aggregate
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