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of ____, 20__ by and between ,a corporation (the “Company”), and ____________ (“Director”). 1. Number of Shares and Consideration. Subject to the terms and conditions of this Agreement, the Company agrees to issue to Director, and Director hereby agrees to accept from the Company, shares of the Company’s Common Stock, $______ par value per share (the “Stock”), as consideration for services rendered in connection with serving on the Company’s board of directors. The closing of such issuance shall occur immediately upon execution of this Agreement. 2. Legends.
(a) The Director hereby acknowledges that a legend may be placed on any certificates representing any of the shares of Stock to the effect that the shares of Stock represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation. (b) The Director hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement. 3. Representations and Warranties. In connection with the proposed issuance of the Stock, the Director hereby agrees, represents and warrants as follows: (a) The Director is receiving the Stock solely for the Director’s own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (b) The Director is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. The Director further represents and warrants that Director has discussed the Company and its plans, operations and financial condition with its officers, has received all such information as Director deems necessary and appropriate to enable Director to evaluate the financial risk inherent in accepting the issuance of the Stock and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (c) The Company has disclosed to the Director that:
which. directly or indirectly. the Director would be precluded from selling the Stock under Rule 144 even if the six-month minimum holding period had been satisfied. state. and (2) if reasonably requested by the Company. and that. (f) The Director has reviewed with its own tax advisors the U. including among other things. and the Company shall have advised the Director of such concurrence. and the Stock must be held indefinitely unless a transfer of it is subsequently registered under the Securities Act or an exemption from such registration is available. in such event. the resale occurring not less than six months from the date the Director has received the Stock and the availability of certain public information concerning the Company. and such opinion of the Director’s counsel shall have been concurred in by counsel for the Company. in a nonpublic offering subject to the satisfaction of certain conditions. (e) Without in any way limiting the Director’s representations and warranties set forth above. The Director further represents that Director understands that at the time Director wishes to sell the Stock there may be no public market upon which to make such a sale. from the issuer thereof (or an affiliate of such issuer). permits limited public resale of “restricted securities” acquired. federal. and (ii) The Company will make a notation in its records of the aforementioned restrictions on transfer and legends. even if such a public market then exists. local and foreign tax consequences of this issuance and the transaction contemplated by this Agreement. in substance. and that the Company is under no obligation to register the Stock. or (ii) The Director shall have (1) notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition.S. and that.(i) The sale of the Stock has not been registered under the Securities Act. furnished the Company with an opinion of the Director’s own counsel to the effect that such disposition will not require registration of such shares under the Securities Act. the Director further agrees that the Director shall in no event make any disposition of all or any portion of the Stock which the Director is receiving unless and until: (i) There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement. The Director understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this issuance and the transactions contemplated by this Agreement. 2 . the Company may not be satisfying the current public information requirements of Rule 144. (d) The Director is aware of the provisions of Rule 144 promulgated under the Securities Act.
Miscellaneous. declaratory or otherwise. contract to sell (including. If requested by such underwriter. “Market Stand-Off” Agreement. As used herein. fees and costs incurred in (i) postjudgment motions and collection actions. and all exhibits hereto. suit. If either party to this Agreement shall bring any action. The Company shall not be required (i) to transfer on its books any shares of Stock of the Company which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. or other proceeding against the other. offer to sell. None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties hereto and their respective successors and assigns (if any). (ii) garnishment. directly or indirectly sell.4 Parties in Interest. to enforce the terms hereof or to declare rights hereunder. levy and debtor and third party examinations. If any term or provision of this Agreement is determined to be illegal or unenforceable. constitutes the entire agreement between the parties with respect to the subject matter hereof. Director hereby agrees that in connection with any underwritten public offering by the Company. to the extent requested by the Company and such underwriter. grant any option to purchase. This Agreement supersedes all previous agreements between the parties with respect to the subject matter hereof. 5. (iii) appeals and related proceedings. 6. 6. No amendment.4. the party prevailing in such action or proceeding shall be entitled to recover attorneys' fees and costs incurred in prosecuting or defending the action or proceeding. during the period of duration (not to exceed 215 days) specified by the Company and an underwriter of common stock of the Company following the effective date of the Registration Statement of the Company filed under the Securities Act with respect to such offering.1 Entire Agreement.2 Amendments. and shall not affect the legality or unenforceability of this Agreement. ruling or award granted therein. such illegal or unenforceable provision shall be stricken from this Agreement. without limitation. Transfers in Violation of Agreement. the term "attorney's fees" shall include. 6.5 Attorneys' Fees. This Agreement. representations or warranties between or among the parties other than those set forth in this Agreement or in the documents or agreements referred to herein. along with any other documents or agreements expressly referred to herein. or supplement to this Agreement shall be binding on any of the parties unless it is in writing and signed by the parties in interest at the time of the modification. and (iv) discovery. any short sale). 3 . modification. 6. and in enforcing any judgment. arbitration.3 Severability. pledge or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by him or her at any time during such period except common stock included in such registration. Director agrees to execute a lock-up agreement in such form as the underwriter may reasonably propose. There are no agreements. without limitation. he or she will not. 6. 6.
7 Further Assurances. Each party hereto shall execute and cause to be delivered to each other party hereto such instruments and other documents. and no single or partial exercise of any such power. power. (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process. to the exclusive jurisdiction of the aforesaid courts. 6.6 Interpretation. No failure on the part of any Person to exercise any power. and agrees not to assert. action or proceeding in any such court is brought in an inconvenient forum. privilege or remedy. generally and unconditionally. and governed in all respects by. (B) the venue of such suit. and (b) irrevocably waives. (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice. or the subject matter hereof. execution of judgment or otherwise). the remainder of this Agreement. the internal laws of the State of (without giving effect to principles of conflicts of Laws). No Person shall be deemed to have waived any claim arising out of this Agreement. privilege or remedy under this Agreement. right. as such other party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement. privilege or remedy under this Agreement. right.6. privilege or remedy shall preclude any other or further exercise thereof or of any other power. right. attachment in aid of execution of judgment. attachment prior to judgment. right. unlawful. unless the waiver of such claim. right. 6. 6. and shall take such other actions. 6 . counterclaim or otherwise. right.10 Severability. This Agreement shall be construed without respect to any presumption requiring construction against the party causing the instrument to be drafted. that (A) the suit.9 Waiver. if such federal court lacks jurisdiction. This Agreement shall be construed in accordance with. shall be determined to be invalid.8 Governing Law and Jurisdiction. or the application of any such provision to any Person or set of circumstances. as a defense. right. In the event that any provision of this Agreement. in any action or proceeding with respect to this Agreement. privilege or remedy. void or unenforceable to any extent. action or proceeding is improper and (C) this Agreement. and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. and (iii) to the fullest extent permitted by applicable law. may not be enforced in or by such courts. and no delay on the part of any Person in exercising any power. and the application of such provision to Persons or circumstances other than those as to which it is 4 . privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person. Each party hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns shall be brought and determined exclusively in the federal court located in or. or any power. privilege or remedy under this Agreement. in the state courts of the State of located in the City of and each party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property. shall operate as a waiver of such power. The terms of this Agreement have been negotiated by the parties hereto and all language herein shall be deemed to be the language mutually selected by the parties to express their intent. by way of motion.
(signatures) 5 .” “signed. The exchange of fully executed signature pages to this Agreement (in counterparts or otherwise) by electronic transmission in portable document format (PDF) or similar format shall be sufficient to bind the parties to the terms and conditions of this Agreement. without limitation. void or unenforceable. validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems. the parties hereto have executed this Agreement as of the date first above written. IN WITNESS WHEREOF. any state law based on the Uniform Electronic Transactions Act. each of which together shall be deemed an original.13 Electronic Execution of Documents.12 Counterparts. but all of which together shall constitute one and the same instrument. including.” “signature” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form. The words “execution. as the case may be. each of which shall be of the same legal effect. shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by Law. 6. This Agreement may be executed in two or more counterparts.determined to be invalid. to the extent and as provided for in any applicable law. 6. unlawful.
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