Common use of Underwriter Lock-Up Clause in Contracts

Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 180 days or such shorter period as the Company or any executive officer or director of the Company shall agree to.1 1 In addition, the Stockholders Agreement will provide that, during the three-year period following an Initial Public Offering, the Purchaser shall be prohibited from selling a number of Shares that at the time of sale is in excess of the greater of (i) 15% of the total number of Shares held by Purchaser immediately following the IPO, multiplied by the number of 12-month periods that have elapsed since the IPO, and (ii) a number of Shares determined by multiplying the number of Shares held by the Purchaser immediately following the IPO by a percentage determined by subtracting from the number one a fraction, the numerator of which is the number of Shares held by Onex on the date of the Purchaser’s proposed sale of Shares and the denominator of which is the number of Shares held by Onex immediately following the IPO. Please record the ownership of such Shares in the name of: Name: Address: Social Security or Tax I.D. Number Signature Dated_______________, 20__ Exhibit C YOU ARE ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS RELEASE OF CLAIMS.

Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 180 days or such shorter period as the Company or any executive officer or director of the Company shall agree to.1 1 to.iii iii In addition, the Stockholders Agreement will provide that, during the three-year period following an Initial Public Offering, the Purchaser shall be prohibited from selling a number of Shares that at the time of sale is in excess of the greater of (i) 15% of the total number of Shares held by Purchaser immediately following the IPO, multiplied by the number of 12-month periods that have elapsed since the IPO, and (ii) a number of Shares determined by multiplying the number of Shares held by the Purchaser immediately following the IPO by a percentage determined by subtracting from the number one a fraction, the numerator of which is the number of Shares held by Onex on the date of the Purchaser’s proposed sale of Shares and the denominator of which is the number of Shares held by Onex immediately following the IPO. Please record the ownership of such Shares in the name of: Name: Address: Social Security or Tax I.D. Number Signature Dated_______________, 20__ Exhibit C YOU ARE ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS RELEASE OF CLAIMS._

Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the SharesInvestor Interests, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares Investor Interests or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 180 one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to.1 1 In addition, the Stockholders Agreement will provide that, during the three-year period following an Initial Public Offering, the Purchaser shall be prohibited from selling a number of Shares that at the time of sale is in excess of the greater of (i) 15% of the total number of Shares held by Purchaser immediately following the IPO, multiplied by the number of 12-month periods that have elapsed since the IPO, and (ii) a number of Shares determined by multiplying the number of Shares held by the Purchaser immediately following the IPO by a percentage determined by subtracting from the number one a fraction, the numerator of which is the number of Shares held by Onex on the date of the Purchaser’s proposed sale of Shares and the denominator of which is the number of Shares held by Onex immediately following the IPOto. Please record the ownership of issue a certificate or certificates for such Shares Investor Interests in the name of: Name: Address: Social Security or Tax I.D. Number Number: Signature Dated_______________Dated , 20__ 20 EMPLOYEE FORM STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2009, between Generations Holding, Inc., a Delaware corporation (the “Company”), and Xxxxxx Xxxxxxxxxx (“Employee”). The Company and Employee desire to enter into this Agreement whereby the Company will grant Employee the options specified herein to acquire certain shares of the Company’s Common Stock. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Company’s 2008 Stock Purchase and Option Plan (the “Plan”), a copy of which is attached hereto as Exhibit C YOU ARE ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS RELEASE OF CLAIMS.A. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan, the provisions of the Plan will govern and prevail. The parties hereto agree as follows:

Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the SharesInvestor Interests, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed 180 one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares Investor Interests or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed 180 one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to.1 1 In addition, the Stockholders Agreement will provide that, during the three-year period following an Initial Public Offering, the Purchaser shall be prohibited from selling a number of Shares that at the time of sale is in excess of the greater of (i) 15% of the total number of Shares held by Purchaser immediately following the IPO, multiplied by the number of 12-month periods that have elapsed since the IPO, and (ii) a number of Shares determined by multiplying the number of Shares held by the Purchaser immediately following the IPO by a percentage determined by subtracting from the number one a fraction, the numerator of which is the number of Shares held by Onex on the date of the Purchaser’s proposed sale of Shares and the denominator of which is the number of Shares held by Onex immediately following the IPOto. Please record the ownership of issue a certificate or certificates for such Shares Investor Interests in the name of: Name: Address: Social Security or Tax I.D. Number Number: Signature Dated_______________Dated , 20__ 20 EMPLOYEE FORM STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of March 27, 2008, between Generations Holding, Inc., a Delaware corporation (the “Company”), and Xxx Xxxxxxxx (“Employee”). The Company and Employee desire to enter into this Agreement whereby the Company will grant Employee the options specified herein to acquire certain shares of the Company’s Common Stock. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Company’s 2008 Stock Purchase and Option Plan (the “Plan”), a copy of which is attached hereto as Exhibit C YOU ARE ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS RELEASE OF CLAIMS.A. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan, the provisions of the Plan will govern and prevail. The parties hereto agree as follows: