Common use of Agreement to Lock-Up Clause in Contracts

Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, although such period may be extended upon agreement of any managing underwriter and the Company for up to seventeen (17) additional days), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed l80 days) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within fifteen (15) days prior to or after the date that is one hundred eighty (180) daysdays after the effective date of the registration statement relating to such offering, although but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such period may be extended upon agreement of any managing underwriter and the Company for up to seventeen (17) additional days), offering (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 6 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock). The underwriters in connection with the IPO are intended third-third party beneficiaries of this Section 5 6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 6 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key Holder Common Investor (excluding, however, Xxxx X. Xxxxxxxx and each successor and/or permitted assign of Xx. Xxxxxxxx’x Registrable Securities under (and defined in) the applicable provisions of that certain Rights Agreement made as of September 19, 2007 by and among the Company and certain Stockholders named therein (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Rights Agreement”) for so long as Xx. Xxxxxxxx (or such successor or permitted assign) remains subject to and bound by Section 2.11 of the Rights Agreement) and each Non-Investor Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, although such period may be extended upon agreement of any managing underwriter and the Company for up to seventeen (17) additional days)Market Stand-Off Period, (a) lend, ; offer, ; pledge, ; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to before the effectiveness effective date of the registration statement for the IPO such offering or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stocksuch securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash cash, or otherwise. The foregoing provisions of this Section 5 9.1 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock). The underwriters in connection with the IPO such registration are intended third-party beneficiaries of this Section 5 9.1 and shall have the right, power power, and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder Common Investor and each Non-Investor Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO connection with such registration that are consistent with this Section 5 9.1 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key The Holder hereby agrees that, in connection with an offering, initial or otherwise, of Common Stock to the public (a “Public Offering”), unless not required by the managing underwriter or lead placement agent of the Public Offering, it will enter into a lock-up agreement in customary form and subject to customary exceptions pursuant to which the Holder will agree that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus or offering circular relating to the Company’s initial public offering (the “IPO”) an Public Offering and ending on the date specified by the Company and managing underwriter or lead placement agent, not to exceed 180 days from the date of the final prospectus or offering circular relating to the Public Offering (unless reasonably requested by the managing underwriter or lead placement agent in order to accommodate regulatory restrictions on (such period not 1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, pursuant to exceed one hundred eighty (180any applicable the restrictions contained in FINRA Rule 2711(f)(4) days, although such period may be extended upon agreement of any managing underwriter and the Company for up to seventeen (17) additional daysor NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “Lock-Up Period”): (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Common Stock held immediately prior to the effectiveness of the registration statement or offering statement for the IPO Public Offering; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital StockContribution Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock the Contribution Securities or other securities, in cash or otherwise; provided that each other holder of 5% or more of Common Stock is bound by a substantially similar lock-up agreement. The foregoing provisions of this Section 5 3 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock). The underwriters underwriters, placement agents and selling agents, if any, in connection with the IPO Public Offering are intended third-party beneficiaries of this Section 5 3 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters underwriters, placement agents or selling agents in the IPO Public Offering that are consistent with this Section 5 3 or that are necessary to give further effect thereto, provided, however, that the obligation of the Holder hereunder shall be conditioned on each officer, director and 5% beneficial holder of the Contribution Securities entering into an agreement in substantially the same form in connection with the Public Offering.

Agreement to Lock-Up. Each Key Holder Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180180 days) daysor, although if required by such underwriter, such longer period may be extended upon agreement of any managing time as is necessary to enable such underwriter and to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company for up within 18 days prior to seventeen or after the date that is 180 days after the effective date of the registration statement relating to such offering, but in any event not to exceed 210 days following the effective date of the registration statement relating to such offering (17) additional days), (ai) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 6 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable agreement pursuant to the Key Holders if all officers and directors are subject to the same restrictions and which the Company uses commercially reasonable efforts to obtain is a similar agreement from all holders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock)party. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 6 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key Holder Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (or, if required by such underwriter, such longer period not of time as is necessary to exceed enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 15-18 days prior to or after the date that is one hundred eighty (180) daysdays after the effective date of the registration statement relating to such offering, although but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such period may be extended upon agreement of any managing underwriter and the Company for up to seventeen (17) additional days), offering (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders Stockholders if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning more greater than one percent (1%) stockholders of the outstanding Common Stock (after giving effect to the conversion Company enter into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock)similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key Holder Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (first Qualified Public Offering after the “IPO”) date hereof and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) 180 days), although or such other period as may be extended upon agreement of any managing underwriter and requested by the Company for up or an underwriter to seventeen accommodate regulatory restrictions on (171) additional daysthe publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO Qualified Public Offering or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 6 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to the Key Holders Stockholders if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning of more than one ten percent (110%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock)) enter into similar agreements. The underwriters in connection with the IPO Qualified Public Offering are intended third-party beneficiaries of this Section 5 6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO Qualified Public Offering that are consistent with this Section 5 6 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (underwriter, such period not to exceed one hundred eighty (180) days, although or such period other period, not to exceed an additional thirty-five (35) days, as may be extended upon agreement of any managing underwriter and requested by the Company for up or an underwriter to seventeen accommodate regulatory restrictions on (171) additional daysthe publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers officers, directors and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B D Preferred Stock)) enter into similar agreements. The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s registration by the Company of shares of Common Stock in its initial public offering (the “IPO”) ), and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) l80 days), although such which period may be extended upon agreement the request of the managing underwriter, to the extent required by any managing underwriter and FINRA rules, for an additional period of up to fifteen (15) days if the Company for issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lock-up to seventeen (17period) additional days), (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to (i) the sale of any shares to an underwriter pursuant to an underwriting agreement, (ii) any shares purchased in the IPO, or (iii) any shares purchased in open market transactions following the IPO, and shall only be applicable to the Key Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stockshares of the Company’s preferred stock). The underwriters in connection with the IPO are intended third-third party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key Common Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed l80 days) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 15 days prior to or after the date that is one hundred eighty (180) daysdays after the effective date of the registration statement relating to such offering, although but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such period may be extended upon agreement of any managing underwriter and the Company for up to seventeen (17) additional days), offering (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock held immediately prior to the effectiveness of the registration statement for the IPO or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Common Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.

Agreement to Lock-Up. Each Key Holder Transferor hereby agrees that, in connection with a a Public Offering, initial or otherwise, of GENH (an “Public Offering”), unless not required by the managing underwriter or lead placement agent of the Public Offering, it will enter into a lock-up agreement in customary form and subject to customary exceptions pursuant to which such Transferor will agree that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus or offering circular relating to the Company’s initial public offering (the “IPO”) an Public Offering and ending on the date specified by the Company and managing underwriter or lead placement agent, not to exceed 180 days from the date of the final prospectus or offering circular relating to the Public Offering (unless reasonably requested by the managing underwriter or lead placement agent in order to accommodate regulatory restrictions on (such period not 1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, pursuant to exceed one hundred eighty (180any applicable the restrictions contained in FINRA Rule 2711(f)(4) days, although such period may be extended upon agreement of any managing underwriter and the Company for up to seventeen (17) additional daysor NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “Lock-Up Period”): (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Capital Stock GENH held immediately prior to the effectiveness of the registration statement or offering statement for the IPO Public Offering; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital StockExchange Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock the Exchange Securities or other securities, in cash or otherwise; provided that each other holder of Equity Interests of GENH is bound by a substantially similar lock-up agreement. The foregoing provisions of this Section 5 3 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Key Holders if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all holders individually owning more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Series A Preferred Stock and Series B Preferred Stock). The underwriters underwriters, placement agents and selling agents, if any, in connection with the IPO Public Offering are intended third-party beneficiaries of this Section 5 3 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Key Holder further Transferor agrees to execute such agreements as may be reasonably requested by the underwriters underwriters, placement agents or selling agents in the IPO Public Offering that are consistent with this Section 5 3 or that are necessary to give further effect thereto, provided, however, that the obligation of each Transferor hereunder shall be conditioned on each officer, director and 5% beneficial holder of the Exchange Securities entering into an agreement in substantially the same form in connection with the Public Offering.