(c) Without limiting the representations and warranties set forth above, Grantee agrees Grantee will not make any transfer of all or any part of the Stock unless (i) there is a Registration Statement under the Act in effect with respect to such transfer and such transfer is made in accordance therewith, or (ii) Grantee has furnished the Company a written opinion of counsel satisfactory to the Company and its counsel to the effect that such transfer will not require registration under the Act, which requirement the Company may waive in its discretion. Grantee agrees that, prior to the closing of the Companys initial public offering registered under the Act, Grantee will not transfer any of such securities in a public offering without the Companys prior consent, even if Grantee is otherwise permitted to transfer them pursuant to Rule 144 under the Act.
(d) Grantee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Act.
7. Market Stand-Off Agreement. In the event the Company sells any of its securities in an underwritten initial public offering pursuant to a registration filed pursuant to the Act, including the Companys initial public offering, Grantee shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any of capital stock of the Company, or otherwise agree to engage in any of the foregoing transactions, without the prior written consent of the Company or such underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters; provided, however, that such period shall not exceed one hundred eighty (180) days; and provided, further, that such 180-day period may be extended for not more than eighteen (18) days if such extension is reasonably necessary to allow the Companys underwriters to comply with FINRA Rule 2711 (or any similar successor rule). In order to enforce the provisions of this Section, the Company may impose stop-transfer instructions with respect to the Shares until the end of the applicable stand-off period.
8. Payment of Taxes. Upon issuance of the Stock hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code (an 83(b) Election). To effect such 83(b) Election, Grantee may file an appropriate election with Internal Revenue Service within 30 days after award of the Stock and otherwise in accordance with applicable Treasury Regulations. The Company has the authority and the right to deduct or withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including Grantees FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the grant or vesting of the Stock. At the election of the Company, the withholding requirement may be satisfied, in whole or in part, by withholding, from the Stock, shares having a fair market value on the date of withholding equal to the amount required to be withheld for tax purposes under applicable law. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
9.1 Further Assurances. Grantee agrees to execute such further documents and to take such further action as the Company in its judgment may deem necessary or advisable to carry out or effect one or more obligations or restrictions imposed on either Grantee or the Stock pursuant to the express provisions of this Agreement.