OF THE COMPANY.
16.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE PROHIBITED
BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO
THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER
OF THIS AGREEMENT.
17.
LOCK-UP PERIOD. GRANTEE HEREBY AGREES NOT TO OFFER, SELL, CONTRACT
TO SELL, PLEDGE OR OTHERWISE DISPOSE OF, DIRECTLY OR INDIRECTLY, ANY EQUITY
SECURITIES OF THE COMPANY, OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR
EXERCISABLE FOR SUCH SECURITIES, ENTER INTO A TRANSACTION WHICH WOULD HAVE THE
SAME EFFECT, OR ENTER INTO ANY SWAP, HEDGE OR OTHER ARRANGEMENT THAT TRANSFERS,
IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF SUCH
SECURITIES, WHETHER ANY SUCH AFOREMENTIONED TRANSACTION IS TO BE SETTLED BY
DELIVERY OF SUCH SECURITIES OR OTHER SECURITIES, IN CASH OR OTHERWISE, OR
PUBLICLY DISCLOSE THE INTENTION TO MAKE ANY SUCH OFFER, SALE, PLEDGE OR
DISPOSITION, OR TO ENTER INTO ANY SUCH TRANSACTION, SWAP, 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
3
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 17.
THE
COMPANY MAY IMPOSE STOP-TRANSFER INSTRUCTIONS WITH RESPECT TO SECURITIES SUBJECT
TO THE FOREGOING RESTRICTIONS UNTIL THE END OF SUCH MARKET STANDOFF PERIOD.
18.
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