Common use of Prohibited Purchases Clause in Contracts

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests from Zoullas or any Outside Investor Member hereunder to the extent (i) the Company is prohibited from purchasing such Interests and/or Special Membership Interests (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), or a Subsidiary is restricted from distributing funds to the Company for such purchase, in any case by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") or by applicable law, (ii) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iii) the purchase of such Interests and/or Special Membership Interests (including the incurrence of any indebtedness in connection with the financing of such purchase) or the distribution of funds to the Company by a Subsidiary for such purchase (1) would, or in the opinion of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members), be imprudent in view of the financial condition (present or projected) of the Company or any of its Subsidiaries or the anticipated impact of the purchase of such Interests and/or Special Membership Interests on the Company's or any of its Subsidiaries' ability to meet their respective obligations under any Financing Document or otherwise, or to satisfy and make their planned capital or other expenditures or satisfy any related obligations. If Interests and/or Special Membership Interests which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company shall purchase on such date only that number of Interests and/or Special Membership Interests up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Company Stock from Zoullas or a Management Stockholder pursuant to Section 2.1 and shall not exercise any Outside Investor Member hereunder right to purchase shares from Management Stockholders pursuant to Section 3.1, in each case, to the extent (i) the Company is prohibited from purchasing such Interests and/or Special Membership Interests shares (or incurring debt to finance the purchase of such Interests and/or Special Membership Interestsshares), or a Subsidiary the Company is restricted from distributing unable to obtain funds to the Company pay for such purchaseshares from a subsidiary of the Company, in any case by reason of any debt instruments or agreementsinstruments, including any amendmentincluding, renewalbut not limited to, extensionthe Nortek Indentures, substitution, refinancing, replacement the Bridge Facility and the Bank Facility (each as defined below) or other modification thereofagreements (collectively, which have been entered into or which may be the "Agreements") entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") subsidiaries or by applicable law, (ii) an event of default under any Agreement has occurred (orand is continuing or a condition exists which would, with notice or the lapse of time or both, would occur) result in an event of default under any Financing Document and is (or would be) continuing, Agreement or (iii) the purchase of such Interests and/or Special Membership Interests shares (including the incurrence of any indebtedness debt which in connection with the financing judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary subsidiary thereof to pay for such purchase (1A) would, or could in the opinion judgment of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) might, result in the occurrence of an event of default under any Financing Document Agreement or create a condition which would or might, with notice or lapse of time or both, result in such an event of defaultdefault under any Agreement, or (2B) would, in the reasonable opinion judgment of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members)Board, be imprudent in view of the financial condition (present or projected) of the Company or any of and its Subsidiaries subsidiaries, taken as a whole, or the anticipated impact of the purchase (or of the obtaining of funds to permit the purchase) of such Interests and/or Special Membership Interests shares on the Company's or any of its Subsidiariessubsidiaries' ability to meet their respective obligations obligations, including under any Financing Document or otherwiseAgreement, or to satisfy and make their planned capital or and other expenditures and projections or satisfy any related obligations(C) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Company or a subsidiary thereof or render the Company or a subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests and/or Special Membership Interests shares of Company Stock which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company shall purchase on such date only that number of Interests and/or Special Membership Interests shares of Company Stock up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine, applying the following order of priority: (a) first, the shares of Company Stock of all Management Stockholders whose shares of Company Stock are being purchased by the Company by reason of termination of employment due to death or Disability up to the Maximum Amount and, to the extent that the number of shares of Company Stock that the Company is obligated to purchase from such Management Stockholders in the aggregate exceeds the Maximum Amount, such shares of Company Stock, up to the Maximum Amount, pro rata among such Management Stockholders on the basis of the number of shares of Company Stock held by each of such Management Stockholders that the Company is obligated or has the right to purchase; (b) second, to the extent that the Maximum Amount is in excess of the amount the Company purchases pursuant to clause (a) above, the shares of Company Stock of all Management Stockholders whose shares of Company Stock are being purchased by the Company by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount and, to the extent that the number of shares of Company Stock that the Company is obligated to purchase from such Management Stockholders in the aggregate exceeds the Maximum Amount, such shares of Company Stock, up to the Maximum Amount, pro rata among such Management Stockholders on the basis of the number of shares of Company Stock held by each of such Management Stockholders that the Company is obligated or has the right to purchase; and (c) third, to the extent the Maximum Amount is in excess of the amounts the Company purchases pursuant to clauses (a) and (b) above, the shares of Company Stock of all other Management Stockholders whose shares of Company Stock are being purchased by the Company up to the Maximum Amount and, to the extent that the number of shares of Company Stock that the Company is obligated to purchase from such Management Stockholders in the aggregate exceeds the Maximum Amount, the shares of Company Stock, up to the Maximum Amount, of such Management Stockholders in such order of priority and in such amounts as the Board in its sole discretion shall in good faith determine to be appropriate under the circumstances.

Prohibited Purchases. Notwithstanding anything to the -------------------- contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company Endo LLC shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Common Stock from Zoullas a Management Stockholder (or make any Outside Investor Member hereunder payment for any purchased shares of Common Stock) pursuant to Section 2.1 or Section 3.1 hereof to the extent (i) Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) is prohibited from purchasing such Interests and/or Special Membership Interests shares (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), shares or a Subsidiary is restricted from distributing funds to the Company making payment for such purchase, in any case purchased shares) by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be agreements (the "Agreements") entered into by Endo LLC, the ---------- Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") their respective subsidiaries or by applicable law, (ii) an event of default under any Agreement has occurred (orand is continuing or a condition exists which would, with notice or the lapse of time or both, would occur) result in an event of default under any Financing Document and is (or would be) continuing, Agreement or (iii) the purchase of such Interests and/or Special Membership Interests shares by Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) (including the incurrence of any indebtedness debt which in connection with the financing judgment of the LLC Board is necessary to finance such purchase) purchase or the distribution of funds to the Company by a Subsidiary payment for such purchase purchased shares) (1A) wouldcould, or in the opinion judgment of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightLLC Board, result in the occurrence of an event of default under any Financing Document Agreement or create a condition which would or might, with notice or lapse of time or both, result in such an event of defaultdefault under any Agreement, or (2B) would, in the reasonable opinion judgment of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members)LLC Board, be imprudent in view of the financial condition (present or projected) of Endo LLC and its subsidiaries, if any, taken as a whole, or the Company or any of and its Subsidiaries subsidiaries, taken as a whole, or the anticipated impact of the purchase of (or payment for) such Interests and/or Special Membership Interests shares on Endo LLC's, the Company's (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) or any of its Subsidiariestheir respective subsidiaries' ability to meet their respective obligations obligations, including under any Financing Document Agreement or otherwise(C) could, in the judgment of the LLC Board, constitute a fraudulent conveyance or transfer or render Endo LLC or the Company (if the Company were to satisfy and be the sole source of the funds necessary to make their planned capital any such payment or other expenditures purchase) insolvent under applicable law or satisfy any related obligationsviolate limitations in the Delaware General Corporation Law on repurchases of stock. If Interests and/or Special Membership Interests shares of Common Stock which the Company Endo LLC has the right or obligation to purchase (or make payment for) on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company Endo LLC shall purchase (or pay for) -------------- on such date only that number of Interests and/or Special Membership Interests shares of Common Stock up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the LLC Board shall in good faith determine., applying the following order of priority: (a) first, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being (or were) purchased by Endo LLC by reason of termination of employment due to death or Disability up to the Maximum Amount and, to the extent that the number of shares of Common Stock that Endo LLC is obligated or has the right to purchase (or pay for) from such Manage- ment Stockholders exceeds the Maximum Amount, such shares of Common Stock pro rata among such Management Stockholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders that Endo LLC is obligated or has the right to purchase (or pay for), and (b) second, to the extent that the Maximum Amount is in excess of the amount Endo LLC purchases (or pays for) pursuant to clause (a) above, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being (or were) purchased (or paid for) by Endo LLC by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock that Endo LLC is obligated or has the right to purchase from such Management Stockholders exceeds the Maximum Amount, such shares of Common Stock pro rata among such Management Stockholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders that Endo LLC is obligated or has the right to purchase (or pay for), and (c) third, to the extent the Maximum Amount is in excess of the amounts Endo LLC purchases (or pays for) pursuant to clauses (a) and (b) above, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being (or were) purchased (or paid for) by Endo LLC for any other reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock that Endo LLC is obligated or has the right to purchase (or pay for) from such Management Stockholders exceeds the Maximum Amount, the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the LLC Board in its sole discretion shall in good faith determine to be appropriate under the circumstances. Subject to Sections 2.1(c)and 3.1(c) hereof, notwithstanding anything to the contrary contained in this Agreement, if Endo LLC is unable to purchase any Management Stockholder's shares pursuant to Section 2.1 or 3.1 of this Agreement by reason of this Article V (or make any payment for any purchased shares), Endo LLC may nonetheless in the case of Section 3.1 hereof exercise its option to purchase such shares and in the case of purchases pursuant to Sections 2.1 or 3.1 hereof shall purchase (or make payment for) such shares at the earliest practicable date permitted under this Article V and any payment therefor shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at 6% per annum from the date such payment would have been made but for this Article V to the date such payment is actually made. All payments of interest accrued hereunder shall be paid only at the date of payment by Endo LLC for the shares of Common Stock being purchased. Any shares as to which Endo LLC has exercised its right to purchase pursuant to Section 3.1 hereof may not otherwise be sold by the Management Stockholder notwithstanding non-payment therefor pursuant to this Article V.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be obligated or permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Common Stock from Zoullas a Management Stockholder under Section 2 or any Outside Investor Member hereunder Section 3 to the extent that at such time (ia) the Company is prohibited from purchasing such Interests and/or Special Membership Interests shares by applicable law, (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), or a Subsidiary is restricted from distributing funds to b) the Company for is prohibited from purchasing such purchase, in any case shares by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiariessubsidiaries, including those to finance the acquisition of assets LRI at Closing, and any future acquisitions by the Company or businesses by recapitalizations of the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "“Financing Documents") or by applicable law”), (iic) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iiid) the purchase of such Interests and/or Special Membership Interests (including the incurrence of any indebtedness in connection with the financing of such purchase) or the distribution of funds to the Company by a Subsidiary for such purchase (1) shares would, or in the opinion view of the Board (excluding from such determination Zoullas Management Stockholder and other members of the Board who are designees of the Zoullas or the Outside Investor MembersManagement Stockholders) might, result in the occurrence of an event of default under any Financing Document or create a condition which would or might, with notice or lapse of time or both, result in such an event of default, or (2e) the purchase of such shares would, in the reasonable opinion view of the Board (excluding Zoullas after taking into account the advice of Logan’s then current chief executive officer and other members of the Board who are designees of Zoullas or the Outside Investor Memberschief financial officer), be imprudent in view of the financial condition (present or projected) of the Company or any of its Subsidiaries subsidiaries or the anticipated impact of the purchase of such Interests and/or Special Membership Interests shares on the Company's ’s or any of its Subsidiaries' subsidiaries’ ability to meet their respective obligations under any Financing Document or otherwise, otherwise or to satisfy and make their planned capital or other expenditures or satisfy any related obligations. If Interests and/or Special Membership Interests (f) on the date on which the Company has the right or obligation is required to purchase on any date exceed the total amount permitted to be purchased on make payment for such date pursuant to the preceding sentence (the "Maximum Amount")shares of Common Stock, the Company shall does not have sufficient cash to purchase on such date only that number of Interests and/or Special Membership Interests up shares. Notwithstanding anything to the Maximum Amount contrary contained in this Agreement, if the Company is prohibited from purchasing any shares of Common Stock from a Management Stockholder under Section 2 or Section 3 as a result of the existence of any of the conditions described in clauses (if anya) through (and shall not be e) of this Section 5, the Company may exercise its rights under Section 3 or the Company may satisfy its obligation under Section 2, as the case may be, by either (i) making the payment required to purchase more than under Section 2 or Section 3, as the Maximum Amountcase may be, at the earliest practicable date permitted under this Section 5 or (ii) in the case of each of clauses (b) through (e), pay the purchase price for such amounts as shares of Common Stock with a subordinated note which is fully subordinated in right of payment and exercise of remedies to the Board shall in good faith determinelenders’ rights under the Financing Documents.

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company Endo LLC shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Common Stock from Zoullas an Employee Stockholder (or make any Outside Investor Member hereunder payment for any purchased shares of Common Stock) pursuant to Section 2.1 hereof to the extent (i) Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) is prohibited from purchasing such Interests and/or Special Membership Interests shares (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), shares or a Subsidiary is restricted from distributing funds to the Company making payment for such purchase, in any case purchased shares) by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be agreements (the "Agreements") ---------- entered into by Endo LLC, the Company or any of its Subsidiariestheir respective subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") or by applicable law, (ii) an event of default under any Agreement has occurred (orand is continuing or a condition exists which would, with notice or the lapse of time or both, would occur) result in an event of default under any Financing Document and is (or would be) continuing, Agreement or (iii) the purchase of such Interests and/or Special Membership Interests shares by Endo LLC or the Company (including if the Company were to be the sole source of the funds necessary to make any such payment or purchase)(including the incurrence of any indebtedness debt which in connection with the financing judgment of the LLC Board is necessary to finance such purchase) purchase or the distribution of funds to the Company by a Subsidiary payment for such purchase purchased shares) (1A) wouldcould, or in the opinion judgment of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightLLC Board, result in the occurrence of an event of default under any Financing Document Agreement or create a condition which would or might, with notice or lapse of time or both, result in such an event of defaultdefault under any Agreement, or (2B) would, in the reasonable opinion judgment of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members)LLC Board, be imprudent in view of the financial condition (present or projected) of Endo LLC and its subsidiaries, if any, taken as a whole, or the Company or any of and its Subsidiaries subsidiaries, taken as a whole, or the anticipated impact of the purchase of (or payment for) such Interests and/or Special Membership Interests shares on Endo LLC's, the Company's (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) or any of its Subsidiariestheir respective subsidiaries' ability to meet their respective obligations obligations, including under any Financing Document Agreement or otherwise(C) could, in the judgment of the LLC Board, constitute a fraudulent conveyance or transfer or render Endo LLC or the Company (if the Company were to satisfy and be the sole source of the funds necessary to make their planned capital any such payment or other expenditures purchase) insolvent under applicable law or satisfy any related obligationsviolate limitations in the Delaware General Corporation Law on repurchases of stock. If Interests and/or Special Membership Interests shares of Common Stock which the Company Endo LLC has the right or obligation to purchase (or make payment for) on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount")sentence, the Company Endo LLC shall purchase (or pay for) on such date only up to that number of Interests and/or Special Membership Interests up shares of Common Stock in the manner that the LLC Board determines in its sole discretion. Subject to Section 2.1(c) hereof, notwithstanding anything to the Maximum Amount contrary contained in this Agreement, if Endo LLC is unable to purchase any Employee Stockholder's shares pursuant to Section 2.1 of this Agreement by reason of this Article IV (if any) (or make any payment for any purchased shares), Endo LLC may nonetheless in the case of Section 2.1 hereof exercise its option to purchase such shares and shall not purchase (or make payment for) such shares at the earliest practicable date permitted under this Article IV and any payment therefor shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at 6% per annum from the date such payment would have been made but for this Article IV to the date such payment is actually made. All payments of interest accrued hereunder shall be required paid only at the date of payment by Endo LLC for the shares of Common Stock being purchased. Any shares as to which Endo LLC has exercised its right to purchase more than pursuant to Section 2.1 hereof may not otherwise be sold by the Maximum Amount) in such amounts as the Board shall in good faith determineEmployee Stockholder notwithstanding non-payment therefor pursuant to this Article IV.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership from an Inactive Management Member hereunder and shall not exercise any right to purchase Interests from Zoullas or any Outside Investor a Management Member hereunder hereunder, in each case, to the extent (ia) the Company is prohibited from purchasing such Interests and/or Special Membership Interests (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), or the Company is unable to obtain funds to pay for such Interests from a Subsidiary is restricted from distributing funds to of the Company for such purchaseCompany, in any case by reason of any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses the Company on the date hereof, and any future acquisitions by the Company or any recapitalizations of its Subsidiaries and any future acquisitions or recapitalizations the Company (the "“Financing Documents"”) or by applicable law, (iib) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iiic) the purchase of such Interests and/or Special Membership Interests (including the incurrence of any indebtedness debt which in connection with the financing judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary thereof to pay for such purchase (1) would, or in the opinion view of the Board (excluding from such determination Zoullas Inactive Management Member and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightany Management Member), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightreasonably be likely to, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion judgment of the Board (excluding Zoullas such Inactive Management Member and other members of the Board who are designees of Zoullas or the Outside Investor Membersany Management Member), be imprudent in view of the financial condition (present or projected) of the Company or any of and its Subsidiaries or the anticipated impact of the purchase (or of the obtaining of funds to permit the purchase) of such Interests and/or Special Membership Interests on the Company's or any of its Subsidiaries' ability to meet their respective obligations obligations, including under any Financing Document or otherwise, or to satisfy and make their planned capital or and other expenditures or satisfy any related obligations, or (3) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Company or a Subsidiary thereof or render the Company or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests and/or Special Membership Interests which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "“Maximum Amount"”), the Company shall purchase on such date only that number of Interests and/or Special Membership Interests up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Member under this Agreement by reason of this Section 13.5(c), the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 13.5(c) and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 6% from the date such payment is due and owing to the date such payment is made, provided that all payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the Interests being purchased or (ii) pay the purchase price for such Interests with a subordinated note which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents and the maturity date of which is 30 days after the latest maturity date on any debt of the Company which is outstanding (or reasonably expected to become outstanding) as of the date such subordinated note is issued.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company Endo LLC shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Common Stock from Zoullas an Employee Stockholder (or make any Outside Investor Member hereunder payment for any purchased shares of Common Stock) pursuant to Section 2.1 hereof to the extent (i) Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) is prohibited from purchasing such Interests and/or Special Membership Interests shares (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), shares or a Subsidiary is restricted from distributing funds to the Company making payment for such purchase, in any case purchased shares) by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be agreements (the “Agreements”) entered into by Endo LLC, the Company or any of its Subsidiariestheir respective subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") or by applicable law, (ii) an event of default under any Agreement has occurred (orand is continuing or a condition exists which would, with notice or the lapse of time or both, would occur) result in an event of default under any Financing Document and is (or would be) continuing, Agreement or (iii) the purchase of such Interests and/or Special Membership Interests shares by Endo LLC or the Company (including if the Company were to be the sole source of the funds necessary to make any such payment or purchase)(including the incurrence of any indebtedness debt which in connection with the financing judgment of the LLC Board is necessary to finance such purchase) purchase or the distribution of funds to the Company by a Subsidiary payment for such purchase purchased shares) (1A) wouldcould, or in the opinion judgment of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightLLC Board, result in the occurrence of an event of default under any Financing Document Agreement or create a condition which would or might, with notice or lapse of time or both, result in such an event of defaultdefault under any Agreement, or (2B) would, in the reasonable opinion judgment of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members)LLC Board, be imprudent in view of the financial condition (present or projected) of Endo LLC and its subsidiaries, if any, taken as a whole, or the Company or any of and its Subsidiaries subsidiaries, taken as a whole, or the anticipated impact of the purchase of (or payment for) such Interests and/or Special Membership Interests shares on Endo LLC’s, the Company's ’s (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) or any of its Subsidiaries' their respective subsidiaries’ ability to meet their respective obligations obligations, including under any Financing Document Agreement or otherwise(C) could, in the judgment of the LLC Board, constitute a fraudulent conveyance or transfer or render Endo LLC or the Company (if the Company were to satisfy and be the sole source of the funds necessary to make their planned capital any such payment or other expenditures purchase) insolvent under applicable law or satisfy any related obligationsviolate limitations in the Delaware General Corporation Law on repurchases of stock. If Interests and/or Special Membership Interests shares of Common Stock which the Company Endo LLC has the right or obligation to purchase (or make payment for) on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount")sentence, the Company Endo LLC shall purchase (or pay for) on such date only up to that number of Interests and/or Special Membership Interests up shares of Common Stock in the manner that the LLC Board determines in its sole discretion. Subject to Section 2.3(c) hereof, notwithstanding anything to the Maximum Amount contrary contained in this Agreement, if Endo LLC is unable to purchase any Employee Stockholder’s shares pursuant to Section 2.1 of this Agreement by reason of this Article IV (if any) (or make any payment for any purchased shares), Endo LLC may nonetheless in the case of Section 2.1 hereof exercise its option to purchase such shares and shall not purchase (or make payment for) such shares at the earliest practicable date permitted under this Article IV and any payment therefor shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at 6% per annum from the date such payment would have been made but for this Article IV to the date such payment is actually made. All payments of interest accrued hereunder shall be required paid only at the date of payment by Endo LLC for the shares of Common Stock being purchased. Any shares as to which Endo LLC has exercised its right to purchase more than pursuant to Section 2.1 hereof may not otherwise be sold by the Maximum Amount) in such amounts as the Board shall in good faith determineEmployee Stockholder notwithstanding non-payment therefor pursuant to this Article IV.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Common Stock from Zoullas or Stockholder hereunder and shall not exercise any Outside Investor Member hereunder right to purchase shares of Common Stock from Stockholder hereunder, in each case, to the extent (ia) the Company is prohibited from purchasing such Interests and/or Special Membership Interests shares of Common Stock (or incurring debt to finance the purchase of such Interests and/or Special Membership Interestsshares of Common Stock), or the Company is unable to obtain funds to pay for such shares of Common Stock from a Subsidiary is restricted from distributing funds to of the Company for such purchaseCompany, in any case by reason of any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "“Financing Documents"”) or by applicable law, (iib) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iiic) the purchase of such Interests and/or Special Membership Interests shares of Common Stock (including the incurrence of any indebtedness debt which in connection with the financing judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary thereof to pay for such purchase (1) would, or in the opinion view of the Board (excluding from such determination Zoullas and other members Stockholder if Stockholder is a member of the Board who are designees of the Zoullas or the Outside Investor Members) mightat such time), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightreasonably be likely to, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion judgment of the Board (excluding Zoullas and other members Stockholder if Stockholder is a member of the Board who are designees of Zoullas or the Outside Investor Membersat such time), be imprudent in view of the financial condition (present or projected) of the Company or any of and its Subsidiaries or the anticipated impact of the purchase (or of the obtaining of funds to permit the purchase) of such Interests and/or Special Membership Interests shares of Common Stock on the Company's ’s or any of its Subsidiaries' ’ ability to meet their respective obligations obligations, including under any Financing Document or otherwise, or to satisfy and make their planned capital or and other expenditures or satisfy any related obligations. If Interests and/or Special Membership Interests which , or (3) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), a Subsidiary thereof or render the Company shall purchase or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on such date only that number repurchases of Interests and/or Special Membership Interests up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine.stock or payment of dividends or

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership from an Inactive Management Member hereunder and shall not exercise any right to purchase Interests from Zoullas or any Outside Investor a Management Member hereunder hereunder, in each case, to the extent (ia) the Company is prohibited from purchasing such Interests and/or Special Membership Interests (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), or the Company is unable to obtain funds to pay for such Interests from a Subsidiary is restricted from distributing funds to of the Company for such purchaseCompany, in any case by reason of any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses the Company on the date hereof, and any future acquisitions by the Company or any recapitalizations of its Subsidiaries and any future acquisitions or recapitalizations the Company (the "“Financing Documents"”) or by applicable law, (iib) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iiic) the purchase of such Interests and/or Special Membership Interests (including the incurrence of any indebtedness debt which in connection with the financing judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary thereof to pay for such purchase (1) would, or in the opinion view of the Board (excluding from such determination Zoullas Inactive Management Member and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightany Management Member), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightreasonably be likely to, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion judgment of the Board (excluding Zoullas such Inactive Management Member and other members of the Board who are designees of Zoullas or the Outside Investor Membersany Management Member), be imprudent in view of the financial condition (present or projected) of the Company or any of and its Subsidiaries or the anticipated impact of the purchase (or of the obtaining of funds to permit the purchase) of such Interests and/or Special Membership Interests on the Company's ’s or any of its Subsidiaries' ’ ability to meet their respective obligations obligations, including under any Financing Document or otherwise, or to satisfy and make their planned capital or and other expenditures or satisfy any related obligations, or (3) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Company or a Subsidiary thereof or render the Company or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests and/or Special Membership Interests which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "“Maximum Amount"”), the Company shall purchase on such date only that number of Interests and/or Special Membership Interests up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Member under this Agreement by reason of this Section 13.5(c), the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 13.5(c) and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 6% from the date such payment is due and owing to the date such payment is made, provided that all payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the Interests being purchased or (ii) pay the purchase price for such Interests with a subordinated note which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents and the maturity date of which is 30 days after the latest maturity date on any debt of the Company which is outstanding (or reasonably expected to become outstanding) as of the date such subordinated note is issued.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests Shares from Zoullas or a Management Shareholder under Section 2 and shall not exercise any Outside Investor Member hereunder right to purchase Shares from a Management Shareholder under Section 3, in each case, to the extent (ia) the Company is prohibited from purchasing such Interests and/or Special Membership Interests Shares (or incurring debt to finance the purchase of such Interests and/or Special Membership InterestsShares), or the Company is unable to obtain funds to pay for such Shares from a Subsidiary is restricted from distributing funds to of the Company for such purchaseCompany, in any case by reason of any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses IAAI on the date hereof, and any future acquisitions by the Company or any recapitalizations of its Subsidiaries and any future acquisitions or recapitalizations the Company (the "“Financing Documents"”) or by applicable law, (iib) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iiic) the purchase of such Interests and/or Special Membership Interests Shares (including the incurrence of any indebtedness debt which in connection with the financing judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary thereof to pay for such purchase (1) would, or in the opinion view of the Board (excluding from such determination Zoullas Management Shareholder and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightany Management Shareholder), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightreasonably be likely to, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion judgment of the Board (excluding Zoullas such Management Shareholder and other members of the Board who are designees of Zoullas or the Outside Investor Membersany Management Shareholder), be imprudent in view of the financial condition (present or projected) of the Company or any of and its Subsidiaries or the anticipated impact of the purchase (or of the obtaining of funds to permit the purchase) of such Interests and/or Special Membership Interests Shares on the Company's ’s or any of its Subsidiaries' ’ ability to meet their respective obligations obligations, including under any Financing Document or otherwiseDocument, or to satisfy and make their planned capital or and other expenditures or satisfy any related obligations, or (3) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Company or a Subsidiary thereof or render the Company or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests and/or Special Membership Interests Shares which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "“Maximum Amount"”), the Company shall purchase on such date only that number of Interests and/or Special Membership Interests Shares up to the Maximum Amount (if any) (and shall not be required or permitted to purchase more than the Maximum Amount) in such amounts and in such priorities as the Board shall in good faith determine. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Shareholder under this Agreement by reason of this Section 5, the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 5 and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 6% from the date such payment is due and owing to the date such payment is made; provided that all payments of interest accrued hereunder shall be paid only at the date of payment, if any, by the Company for the Shares being purchased or (ii) pay the purchase price for such Shares with a subordinated note which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents and the maturity date of which is 30 days after the latest maturity date on any debt of the Company or any of its Subsidiaries which is outstanding (or reasonably expected to become outstanding) as of the date such subordinated note is issued.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership from an Inactive Management Member hereunder and shall not exercise any right to purchase Interests from Zoullas or any Outside Investor an Inactive Management Member hereunder hereunder, in each case, to the extent (ia) the Company is prohibited from purchasing such Interests and/or Special Membership Interests (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), or the Company is unable to obtain funds to pay for such Interests from a Subsidiary is restricted from distributing funds to of the Company for such purchaseCompany, in any case by reason of any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets the Company and its Subsidiaries on the date hereof or businesses refinance the indebtedness of IAAI and ADESA, and any future acquisitions by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations of the Company or any of its Subsidiaries (collectively, the "“Financing Documents"”) or by applicable law, (iib) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iiic) the purchase of such Interests and/or Special Membership Interests (including the incurrence of any indebtedness debt which in connection with the financing judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary thereof to pay for such purchase (1) would, or in the opinion view of the Board (excluding from such determination Zoullas Inactive Management Member and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightany Management Member), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightreasonably be likely to, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion judgment of the Board (excluding Zoullas such Inactive Management Member and other members of the Board who are designees of Zoullas or the Outside Investor Membersany Management Member), be imprudent in view of the financial condition (present or projected) of the Company or any of and its Subsidiaries or the anticipated impact of the purchase (or of such Interests and/or Special Membership Interests on the Company's or any obtaining of its Subsidiaries' ability funds to meet their respective obligations under any Financing Document or otherwise, or to satisfy and make their planned capital or other expenditures or satisfy any related obligations. If Interests and/or Special Membership Interests which permit the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company shall purchase on such date only that number purchase) of Interests and/or Special Membership Interests up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine.such

Prohibited Purchases. Notwithstanding anything to the contrary -------------------- herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company Endo LLC shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Common Stock from Zoullas an Employee Stockholder (or make any Outside Investor Member hereunder payment for any purchased shares of Common Stock) pursuant to Section 2.1 hereof to the extent (i) Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) is prohibited from purchasing such Interests and/or Special Membership Interests shares (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), shares or a Subsidiary is restricted from distributing funds to the Company making payment for such purchase, in any case purchased shares) by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be agreements (the "Agreements") entered into by Endo LLC, the Company or any of its Subsidiariestheir respective ---------- subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") or by applicable law, (ii) an event of default under any Agreement has occurred (orand is continuing or a condition exists which would, with notice or the lapse of time or both, would occur) result in an event of default under any Financing Document and is (or would be) continuing, Agreement or (iii) the purchase of such Interests and/or Special Membership Interests shares by Endo LLC or the Company (including if the Company were to be the sole source of the funds necessary to make any such payment or purchase)(including the incurrence of any indebtedness debt which in connection with the financing judgment of the LLC Board is necessary to finance such purchase) purchase or the distribution of funds to the Company by a Subsidiary payment for such purchase purchased shares) (1A) wouldcould, or in the opinion judgment of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightLLC Board, result in the occurrence of an event of default under any Financing Document Agreement or create a condition which would or might, with notice or lapse of time or both, result in such an event of defaultdefault under any Agreement, or (2B) would, in the reasonable opinion judgment of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members)LLC Board, be imprudent in view of the financial condition (present or projected) of Endo LLC and its subsidiaries, if any, taken as a whole, or the Company or any of and its Subsidiaries subsidiaries, taken as a whole, or the anticipated impact of the purchase of (or payment for) such Interests and/or Special Membership Interests shares on Endo LLC's, the Company's (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) or any of its Subsidiariestheir respective subsidiaries' ability to meet their respective obligations obligations, including under any Financing Document Agreement or otherwise(C) could, in the judgment of the LLC Board, constitute a fraudulent conveyance or transfer or render Endo LLC or the Company (if the Company were to satisfy and be the sole source of the funds necessary to make their planned capital any such payment or other expenditures purchase) insolvent under applicable law or satisfy any related obligationsviolate limitations in the Delaware General Corporation Law on repurchases of stock. If Interests and/or Special Membership Interests shares of Common Stock which the Company Endo LLC has the right or obligation to purchase (or make payment for) on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount")sentence, the Company Endo LLC shall purchase (or pay for) on such date only up to that number of Interests and/or Special Membership Interests up shares of Common Stock in the manner that the LLC Board determines in its sole discretion. Subject to Section 2.1(c) hereof, notwithstanding anything to the Maximum Amount contrary contained in this Agreement, if Endo LLC is unable to purchase any Employee Stock holder's shares pursuant to Section 2.1 of this Agreement by reason of this Article IV (if any) (or make any payment for any purchased shares), Endo LLC may nonetheless in the case of Section 2.1 hereof exercise its option to purchase such shares and shall not purchase (or make payment for) such shares at the earliest practicable date permitted under this Article IV and any payment therefor shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at 6% per annum from the date such payment would have been made but for this Article IV to the date such payment is actually made. All payments of interest accrued hereunder shall be required paid only at the date of payment by Endo LLC for the shares of Common Stock being purchased. Any shares as to which Endo LLC has exercised its right to purchase more than pursuant to Section 2.1 hereof may not otherwise be sold by the Maximum Amount) in such amounts as the Board shall in good faith determineEmployee Stockholder notwithstanding non-payment therefor pursuant to this Article IV.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests Shares from Zoullas or a Management Shareholder under Section 2 and shall not exercise any Outside Investor Member hereunder right to purchase Shares from a Management Shareholder under Section 3, in each case, to the extent (ia) the Company is prohibited from purchasing such Interests and/or Special Membership Interests Shares (or incurring debt to finance the purchase of such Interests and/or Special Membership InterestsShares), or the Company is unable to obtain funds to pay for such Shares from a Subsidiary is restricted from distributing funds to of the Company for such purchaseCompany, in any case by reason of any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets ADESA, Inc. on the date hereof or businesses refinance the indebtedness of Insurance Auto Auctions, Inc. on the date hereof, and any future acquisitions by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations of the Company or any of its Subsidiaries (collectively, the "“Financing Documents"”) or by applicable law, (iib) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iiic) the purchase of such Interests and/or Special Membership Interests Shares (including the incurrence of any indebtedness debt which in connection with the financing judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary thereof to pay for such purchase (1) would, or in the opinion view of the Board (excluding from such determination Zoullas Management Shareholder and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightany Management Shareholder), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightreasonably be likely to, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion judgment of the Board (excluding Zoullas such Management Shareholder and other members of the Board who are designees of Zoullas or the Outside Investor Membersany Management Shareholder), be imprudent in view of the financial condition (present or projected) of the Company or any of and its Subsidiaries or the anticipated impact of the purchase (or of the obtaining of funds to permit the purchase) of such Interests and/or Special Membership Interests Shares on the Company's ’s or any of its Subsidiaries' ’ ability to meet their respective obligations obligations, including under any Financing Document or otherwiseDocument, or to satisfy and make their planned capital or and other expenditures or satisfy any related obligations, or (3) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Company or a Subsidiary thereof or render the Company or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests and/or Special Membership Interests Shares which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "“Maximum Amount"”), the Company shall purchase on such date only that number of Interests and/or Special Membership Interests Shares up to the Maximum Amount (if any) (and shall not be required or permitted to purchase more than the Maximum Amount) in such amounts and in such priorities as the Board shall in good faith determine. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Shareholder under this Agreement by reason of this Section 5, the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under this Section 5 and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 5% from the date such payment is due and owing to the date such payment is made; provided that all payments of interest accrued hereunder shall be paid only at the date of payment, if any, by the Company for the Shares being purchased or (ii) pay the purchase price for such Shares with a subordinated note which shall accrue simple interest at a rate per annum of 5% and which is fully subordinated in right of payment and exercise of remedies to the lenders’ rights under the Financing Documents and the maturity date of which is 30 days after the latest maturity date on any debt of the Company or any of its Subsidiaries which is outstanding (or reasonably expected to become outstanding) as of the date such subordinated note is issued.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company Endo LLC shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Common Stock from Zoullas a Management Stockholder (or make any Outside Investor Member hereunder payment for any purchased shares of Common Stock) pursuant to Section 2.1 or Section 3.1 hereof to the extent (i) Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) is prohibited from purchasing such Interests and/or Special Membership Interests shares (or incurring debt to finance the purchase of such Interests and/or Special Membership Interests), shares or a Subsidiary is restricted from distributing funds to the Company making payment for such purchase, in any case purchased shares) by any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be agreements (the "Agreements") entered into by Endo LLC, the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "Financing Documents") their respective subsidiaries or by applicable law, (ii) an event of default under any Agreement has occurred (orand is continuing or a condition exists which would, with notice or the lapse of time or both, would occur) result in an event of default under any Financing Document and is (or would be) continuing, Agreement or (iii) the purchase of such Interests and/or Special Membership Interests shares by Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) (including the incurrence of any indebtedness debt which in connection with the financing judgment of the LLC Board is necessary to finance such purchase) purchase or the distribution of funds to the Company by a Subsidiary payment for such purchase purchased shares) (1A) wouldcould, or in the opinion judgment of the Board (excluding from such determination Zoullas and other members of the Board who are designees of the Zoullas or the Outside Investor Members) mightLLC Board, result in the occurrence of an event of default under any Financing Document Agreement or create a condition which would or might, with notice or lapse of time or both, result in such an event of defaultdefault under any Agreement, or (2B) would, in the reasonable opinion judgment of the Board (excluding Zoullas and other members of the Board who are designees of Zoullas or the Outside Investor Members)LLC Board, be imprudent in view of the financial condition (present or projected) of Endo LLC and its subsidiaries, if any, taken as a whole, or the Company or any of and its Subsidiaries subsidiaries, taken as a whole, or the anticipated impact of the purchase of (or payment for) such Interests and/or Special Membership Interests shares on Endo LLC's, the Company's (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) or any of its Subsidiariestheir respective subsidiaries' ability to meet their respective obligations obligations, including under any Financing Document Agreement or otherwise(C) could, in the judgment of the LLC Board, constitute a fraudulent conveyance or transfer or render Endo LLC or the Company (if the Company were to satisfy and be the sole source of the funds necessary to make their planned capital any such payment or other expenditures purchase) insolvent under applicable law or satisfy any related obligationsviolate limitations in the Delaware General Corporation Law on repurchases of stock. If Interests and/or Special Membership Interests shares of Common Stock which the Company Endo LLC has the right or obligation to purchase (or make payment for) on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "Maximum Amount"), the Company Endo LLC shall purchase (or pay for) on such date only that number of Interests and/or Special Membership Interests shares of Common Stock up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the LLC Board shall in good faith determine., applying the following order of priority: (a) first, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being (or were) purchased by Endo LLC by reason of termination of employment due to death or Disability up to the Maximum Amount and, to the extent that the number of shares of Common Stock that Endo LLC is obligated or has the right to purchase (or pay for) from such Management Stockholders exceeds the Maximum Amount, such shares of Common Stock pro rata among such Management Stockholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders that Endo LLC is obligated or has the right to purchase (or pay for), and (b) second, to the extent that the Maximum Amount is in excess of the amount Endo LLC purchases (or pays for) pursuant to clause (a) above, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being (or were) purchased (or paid for) by Endo LLC by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock that Endo LLC is obligated or has the right to purchase from such Management Stockholders exceeds the Maximum Amount, such shares of Common Stock pro rata among such Management Stockholders on the basis of the number of shares of Common Stock held by each of such Management Stockholders that Endo LLC is obligated or has the right to purchase (or pay for), and (c) third, to the extent the Maximum Amount is in excess of the amounts Endo LLC purchases (or pays for) pursuant to clauses (a) and (b) above, the shares of Common Stock of all Management Stockholders whose shares of Common Stock are being (or were) purchased (or paid for) by Endo LLC for any other reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock that Endo LLC is obligated or has the right to purchase (or pay for) from such Management Stockholders exceeds the Maximum Amount, the shares of Common Stock of such Management Stockholders in such order of priority and in such amounts as the LLC Board in its sole discretion shall in good faith determine to be appropriate under the circumstances. Subject to Sections 2.1(c)and 3.1(c) hereof, notwithstanding anything to the contrary contained in this Agreement, if Endo LLC is unable to purchase any Management Stockholder's shares pursuant to Section 2.1 or 3.1 of this Agreement by reason of this Article V (or make any payment for any purchased shares), Endo LLC may nonetheless in the case of Section 3.1 hereof exercise its option to purchase such shares and in the case of purchases pursuant to Sections 2.1 or 3.1 hereof shall purchase (or make payment for) such shares at the earliest practicable date permitted under this Article V and any payment therefor shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at 6% per annum from the date such payment would have been made but for this Article V to the date such payment is actually made. All payments of interest accrued hereunder shall be paid only at the date of payment by Endo LLC for the shares of Common Stock being purchased. Any shares as to which Endo LLC has exercised its right to purchase pursuant to Section 3.1 hereof may not otherwise be sold by the Management Stockholder notwithstanding non-payment therefor pursuant to this Article V.

Prohibited Purchases. Notwithstanding anything to the contrary herein, and unless otherwise provided in an employment or services agreement between the Company or any Subsidiary of the Company, and Zoullas, the Company shall not be permitted or obligated to purchase any Interests and/or Special Membership Interests shares of Common Stock from Zoullas or Stockholder hereunder and shall not exercise any Outside Investor Member hereunder right to purchase shares of Common Stock from Stockholder hereunder, in each case, to the extent (ia) the Company is prohibited from purchasing such Interests and/or Special Membership Interests shares of Common Stock (or incurring debt to finance the purchase of such Interests and/or Special Membership Interestsshares of Common Stock), or the Company is unable to obtain funds to pay for such shares of Common Stock from a Subsidiary is restricted from distributing funds to of the Company for such purchaseCompany, in any case by reason of any debt instruments or agreements, including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof, which have been entered into or which may be entered into by the Company or any of its Subsidiaries, including those to finance the acquisition of assets or businesses by the Company or any of its Subsidiaries and any future acquisitions or recapitalizations (the "“Financing Documents"”) or by applicable law, (iib) an event of default has occurred (or, with notice or the lapse of time or both, would occur) under any Financing Document and is (or would be) continuing, or (iiic) the purchase of such Interests and/or Special Membership Interests shares of Common Stock (including the incurrence of any indebtedness debt which in connection with the financing judgment of the Board is necessary to finance such purchase) or the distribution of funds to the Company by a Subsidiary thereof to pay for such purchase (1) would, or in the opinion view of the Board (excluding from such determination Zoullas and other members Stockholder if Stockholder is a member of the Board who are designees of the Zoullas or the Outside Investor Members) mightat such time), would reasonably be likely to result in the occurrence of an event of default under any Financing Document or create a condition which would or mightreasonably be likely to, with notice or lapse of time or both, result in such an event of default, or (2) would, in the reasonable opinion judgment of the Board (excluding Zoullas and other members Stockholder if Stockholder is a member of the Board who are designees of Zoullas or the Outside Investor Membersat such time), be imprudent in view of the financial condition (present or projected) of the Company or any of and its Subsidiaries or the anticipated impact of the purchase (or of the obtaining of funds to permit the purchase) of such Interests and/or Special Membership Interests shares of Common Stock on the Company's ’s or any of its Subsidiaries' ’ ability to meet their respective obligations obligations, including under any Financing Document or otherwise, or to satisfy and make their planned capital or and other expenditures or satisfy any related obligations, or (3) could, in the judgment of the Board, constitute a fraudulent conveyance or transfer by the Company or a Subsidiary thereof or render the Company or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests and/or Special Membership Interests shares of Common Stock which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the "“Maximum Amount"”), the Company shall purchase on such date only that number of Interests and/or Special Membership Interests shares of Common Stock up to the Maximum Amount (if any) (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Board shall in good faith determine. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to Stockholder under this Agreement by reason of this Section 4(c), the Company shall make such payment at the earliest practicable date permitted under this Section 4(c) and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at a rate per annum of 6% from the date such payment is due and owing to the date such payment is made; provided that all payments of interest accrued hereunder shall be paid only at the date of payment by the Company for the shares of Common Stock being purchased.