Common use of Certain Securities Law Matters Clause in Contracts

Certain Securities Law Matters. (a) The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5. (b) Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 5. (c) The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of the undersigned's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares may be effected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.

Certain Securities Law Matters. The Parent Securities to be issued ------------------------------ pursuant to this Agreement shall not be registered under the Securities Act in reliance upon Section 4 (2) of the Securities Act or such other exemption as Parent and its counsel shall elect. (a) The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned to agree to take and hold such securities subject Prior to the provisions and conditions Effective Time, the Company shall use its best efforts to obtain from each holder (for purposes of this Section 5. 1.14, the "Holders") of shares of Company Stock which are to be converted into shares of Parent Common Stock or Parent Preferred Stock, as the case may be, and Warrants (bcollectively, the "Parent Securities") Each certificate representing a qualified representation letter in such form as may be agreed to by the Company and Parent, and in any event containing the following representations: (i) The Holder is acquiring the Shares Parent Securities for investment for holder's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (ii) The Holder acknowledges and understands that the Parent Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder's investment intent as expressed herein. In this connection, Holder understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Holder's representation was predicated solely upon a present intention to hold these Parent Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Parent Securities, or for a period of one year or any other securities issued fixed period in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation future. Holder further understands that the Parent Securities must be held indefinitely unless they are subsequently registered under the Securities Act or similar event, shall (unless otherwise permitted by an exemption from such registration is available. Holder understands that the provisions of Section 5(c) below) certificate evidencing the Securities will be stamped or otherwise imprinted with a legend substantially which prohibits the transfer of the Parent Securities unless they are registered or such registration is not required in the following form (in addition opinion of counsel satisfactory to the Company, and any other legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 5. (c) The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of the undersigned's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares may be effected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.

Certain Securities Law Matters. (a) The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5. . (b) Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 5. . (c) The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of the undersigned's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares may be effected affected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.

Certain Securities Law Matters. (a) a. The Shares Securities offered by my subscription to the Note shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 57, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee transferee, or pledgee pledge of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5. (b) 7. b. Each certificate representing (i1) the Shares and (ii2) any other securities issued in respect of the Shares Securities offered by my subscription to the Note, upon any stock split, stock dividend, recapitalization, merger, consolidation consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 5(c) 7c below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition additional to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 5. (c) 7. c. The undersigned agrees to comply in all respects with the provisions of this Section 57. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of the undersigned's ’s intention to effect such transfer, sale, assignment or assignment, pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment assignment, or pledge in sufficient detail, and shall be accompaniedaccompanied with, at the undersigned's expense ’s expense, evidence satisfactory to the Company of the effect that the proposed transfer of the Shares may be effected without registration under the 1933 Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.

Certain Securities Law Matters. (a) A. The Shares Membership Interest shall not be sold, assigned, transferred transferred, or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee transferee, or pledgee of the Shares Membership Interest held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5. (b) . B. Each certificate representing (i1) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, Membership Interest shall (unless otherwise permitted by the provisions provision of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SHARES MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED REGISTRED UNDER THE SECURITIES ACT OF 1933ACT. SUCH SHARES MEMBERSHIP INTEREST MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES MEMBERSHIP INTEREST AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY SECRETARTY OF THE CORPORATION COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. COMPANY. C. The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares Membership Interest in order to implement the restrictions on transfer established in this Section 5. (c) . D. The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer transfer, or pledge of any SharesMembership Interest, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned undersigned, thereof shall give written notice to the Company of the undersigned's ’s intention to effect affect such transfer, sale, assignment assignment, or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's ’s expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares Membership Interest may be effected affected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested belowlaws. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.

Certain Securities Law Matters. (a) The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned Subscriber will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned Subscriber to agree to take and hold such securities subject to the provisions and conditions of this Section 5. . (b) Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned Subscriber consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 5. . (c) The undersigned Subscriber agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of the undersigned's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's ’s expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares may be effected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.

Certain Securities Law Matters. (a) The parties (other than the Securityholder Representative) agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable efforts to ensure that, all Consideration Shares shall not payable pursuant to the Transactions will be sold, assigned, transferred or pledged except upon satisfaction by Generac Holdings in reliance on the exemption from the registration requirements of the conditions specified in this U.S. Securities Act provided by Section 5, which conditions are intended 3(a)(10) thereunder and pursuant to exemptions from other applicable securities Laws. In order to ensure compliance with the provisions availability of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee exemption under Section 3(a)(10) of the Shares held by U.S. Securities Act, the undersigned to Parties agree to take and hold such securities subject to that the provisions and conditions of this Section 5. (b) Each certificate representing Arrangement will be carried out on the following basis: (i) the Shares and Arrangement will be subject to the approval of the Court; (ii) any other securities issued in respect the Court will be advised as to the intention of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by parties to rely on the provisions exemption under Section 3(a)(10) of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition U.S. Securities Act prior to any legend the hearing required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned consents to approve the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company making a notation on Securityholders to whom Consideration Shares will be delivered; (iii) the Court will be advised prior to the hearing to approve the Interim Order that its records and giving instructions to any transfer agent approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Company Securityholders who are entitled to receive Consideration Shares, pursuant to the Arrangement; (iv) the Company will ensure that each Person entitled to receive the Consideration Shares pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right; (v) each Person entitled to receive the Consideration Shares will be advised that the Consideration Shares delivered pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be delivered by Purchaser, Parent or one of their respective Affiliates in order to implement reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act, and that certain restrictions on transfer established in this Section 5. (c) The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement resale under the U.S. Securities Laws, including, to the extent such person is an “affiliate” of Generac Holdings, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities delivered by Purchaser, Parent or one of their Affiliates; (vi) the Final Order will expressly state that the Arrangement serves as a basis of a claim to the exemption under Section 3(a)(10) of the U.S. Securities Act covering from the proposed transfer, registration requirements otherwise imposed by the undersigned thereof shall give written notice U.S. Securities Act regarding the distribution of securities pursuant to the Plan of Arrangement and is approved by the Court as being substantively and procedurally fair to the Company Securityholders; and (vii) the Interim Order will specify that each Company Securityholder will have the right to appear before the Court at the hearing of the undersigned's intention Court to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances give approval of the proposed transferArrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act. (b) By executing a Support Agreement or Letter of Transmittal, saleeach Company Securityholder (i) confirms it is aware, assignment and that it will advise its Affiliates and Representatives, that applicable securities Laws prohibit any person who has material, non-public information about a company from purchasing or pledge selling securities of such a company or from communicating such information to any other person under circumstances in sufficient detailwhich it is reasonably foreseeable that the person is likely to purchase or sell those securities, (ii) acknowledges it may have access to certain material, non-public information about Generac Holdings by virtue of the Transactions, and (iii) agrees it shall, and shall be accompaniedcause its Affiliates to, at comply with applicable securities Laws in connection with any purchase or sale of Generac Common Stock and refrain from trading in Generac Common Stock on the undersigned's expense evidence satisfactory basis of any material non-public information obtained in connection with this the Transactions. In addition, each employee of the Company Group as of Closing will become subject to the Company Code of Ethics and Business Conduct of Generac Holdings and the effect that the proposed transfer of the Shares may be effected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company Xxxxxxx Xxxxxxx Policy referred to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishingstherein, and automobile is nothing in excess this Agreement relieves any such Person of $__________their obligations thereunder. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.

Certain Securities Law Matters. (a) a. The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5. (b) . b. Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 5. (c) . c. The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of the undersigned's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares may be effected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.

Certain Securities Law Matters. (a) The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 56, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5. . (b) Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 5(c6(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. . (c) The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 5. 6. (cd) The undersigned agrees to comply in all respects with the provisions of this Section 56. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of the undersigned's ’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's ’s expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares may be effected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (1) My net worth (together with my spouse's net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an "accredited investor" under Regulation D of the Securities Act of 1993, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For 19___ and 19___ my actual and for 19___ my estimated annual gross income was or is (do not include your spouse's income): 19___: $_________ 19___: $_________ 19___: $_________ (4) My spouse's actual gross income for 19___ and 19___ and estimated 19___ gross income was or is: 19___: $_________ 19___: $_________ 19___: $_________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2.