Rule 10b5-1. Seller and Buyer intend that this Agreement comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and shall be interpreted so as to comply with the requirements of Rule 10b5-1(c). Accordingly, Seller represents to Buyer that as of the date hereof (i) Seller is not aware of material non-public information with respect to the Company or any of its securities, including the Common Stock and is entering into this Agreement in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b5-1, and (ii) Seller is currently able to sell Common Stock and enter into this Agreement in accordance with the Company’s policies for trading in the Common Stock applicable to Seller and Seller has obtained the approval of counsel for the Company to enter into this Agreement. Seller acknowledges that Rule 10b5-1 does not permit the Seller, subsequent to the execution of this Agreement, to (i) exercise any influence over how, when or whether Buyer effects transactions in the Common Stock in establishing the Initial Short Position or otherwise or (ii) alter or deviate from this Agreement or to change the number of Shares, price or timing of the transactions contemplated hereby.
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