HEDGE
OR OTHER ARRANGEMENT, IN EACH CASE DURING THE SEVEN DAYS PRIOR TO AND THE 180
DAYS AFTER THE EFFECTIVENESS OF ANY UNDERWRITTEN OFFERING OF THE COMPANY'S
EQUITY SECURITIES (OR SUCH LONGER OR SHORTER PERIOD AS MAY BE REQUESTED IN
WRITING BY THE MANAGING UNDERWRITER AND AGREED TO IN WRITING BY THE COMPANY)
(THE "MARKET STANDOFF PERIOD"), EXCEPT AS PART OF SUCH UNDERWRITTEN REGISTRATION
IF OTHERWISE PERMITTED.
IN ADDITION, GRANTEE AGREES TO EXECUTE ANY FURTHER
LETTERS, AGREEMENTS AND/OR OTHER DOCUMENTS REQUESTED BY THE COMPANY OR ITS
UNDERWRITERS WHICH ARE CONSISTENT WITH THE TERMS OF THIS SECTION 16.
THE
COMPANY MAY IMPOSE STOP-TRANSFER INSTRUCTIONS WITH RESPECT TO SECURITIES SUBJECT
TO THE FOREGOING RESTRICTIONS UNTIL THE END OF SUCH MARKET STANDOFF PERIOD.
17.
RESTRICTIONS/LEGAL COMPLIANCE.
SHARES WILL NOT BE DISTRIBUTED TO THE
GRANTEE UPON VESTING OF THE RESTRICTED UNITS IF THE ISSUANCE OF ANY SHARE UPON
SUCH VESTING WOULD CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW.
THE COMPANY
MAY ALSO CONDITION THE DISTRIBUTION OF SHARES UPON THE EXECUTION AND DELIVERY OF
ANY FURTHER DOCUMENTS OR INSTRUMENTS BY THE GRANTEE DEEMED NECESSARY OR
DESIRABLE BY THE ADMINISTRATOR, INCLUDING ANY REPRESENTATIONS AND WARRANTIES.
THE COMPANY SHALL NOT BE REQUIRED TO TRANSFER ON ITS BOOKS ANY SHARES THAT HAVE
BEEN SOLD OR OTHERWISE TRANSFERRED IN VIOLATION OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER LAWS OR THE PROVISIONS OF THIS
AGREEMENT.
GRANTEE REPRESENTS THAT GRANTEE WILL BE ACQUIRING SHARES FOR
GRANTEE'S OWN ACCOUNT AND NOT ON BEHALF OF OTHERS.
GRANTEE UNDERSTANDS AND
ACKNOWLEDGES THAT FEDERAL, STATE AND FOREIGN SECURITIES LAWS GOVERN AND RESTRICT
GRANTEE'S RIGHT TO OFFER, SELL OR OTHERWISE DISPOSE OF SHARES AWARDED UNLESS
SUCH OFFER, SALE OR OTHER DISPOSITION THEREOF IS REGISTERED UNDER THE SECURITIES
ACT AND STATE OR FOREIGN SECURITIES LAWS, OR IN THE OPINION OF THE COMPANY'S
COUNSEL, SUCH OFFER, SALE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR
QUALIFICATION THEREUNDER.
GRANTEE AGREES THAT GRANTEE WILL NOT OFFER, SELL OR
OTHERWISE DISPOSE OF ANY SHARES IN ANY MANNER WHICH WOULD: (I) REQUIRE THE
COMPANY TO FILE ANY REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION (OR ANY SIMILAR FILING UNDER STATE LAW) OR TO AMEND OR SUPPLEMENT ANY
SUCH FILING OR (II) VIOLATE OR CAUSE THE COMPANY TO VIOLATE THE SECURITIES ACT,
THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR ANY STATE OR OTHER FEDERAL
LAW, OR (III) VIOLATE ANY AGREEMENT BETWEEN GRANTEE AND THE COMPANY, INCLUDING
THIS AGREEMENT.
18.
RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.
GRANTEE UNDERSTANDS THAT
ALL CERTIFICATES EVIDENCING SHARES RECEIVED HEREUNDER WILL BEAR SUCH LEGENDS AS
THE COMPANY DEEMS NECESSARY OR DESIRABLE UNDER THE SECURITIES ACT AND/OR OTHER
RULES, REGULATIONS OR LAWS.
FURTHERMORE, GRANTEE AGREES THAT, IN ORDER TO
ENSURE COMPLIANCE WITH THE RESTRICTIONS REFERRED TO HEREIN, THE COMPANY MAY
ISSUE APPROPRIATE "STOP-TRANSFER" INSTRUCTIONS TO ITS TRANSFER AGENT, IF ANY,
AND THAT, IF THE COMPANY
TRANSFERS ITS OWN SECURITIES, IT MAY MAKE APPROPRIATE
NOTATIONS TO THE SAME EFFECT IN ITS OWN RECORDS.
19.
DRAG-ALONG RIGHT.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, IF