Common use of DIVIDENDS, DISTRIBUTIONS Clause in Contracts

DIVIDENDS, DISTRIBUTIONS. Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution or return of capital on any class of its equity securities, or make any other distribution, payment or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rights, plans, equity incentive or achievement plans or any similar plans) or any payment or prepayment on account of, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration any of its equity securities (or any options or warrants issued by Borrower), or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any equity securities or Indebtedness subordinated to the Obligations (other than the Subordinated Debt, but only to the extent permitted by Section 6.13) or any guarantee thereof or any options, warrants, or other rights to purchase such equity securities or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) Restricted Payments made by any Subsidiary to Borrower, (ii) Restricted Payments made by any Subsidiary to each other owner of equity interests of such Subsidiary based on their relative ownership interests, provided that Lender has provided its written consent to any Restricted Payment, which shall not be unreasonably withheld, before such Restricted Payment is effectuated, (iii) dividends payable by Borrower or any Subsidiary solely in, or other issuances of, equity interests of Borrower or such Subsidiary, (iv) cash payments in lieu of the issuance of fractional shares (or equivalents), (v) so long as no Event of Default has occurred and is continuing, repurchases of securities from employees, directors, consultants, advisors or other service providers of Borrower (A) not to exceed $100,000 in cash payments in any calendar year or (B) by cancellation of indebtedness, (vi) conversion of any of its securities into other securities pursuant to the terms of such securities or otherwise in exchange therefor and (vii) so long as no Event of Default has occurred and is continuing, tax distributions permitted pursuant to Borrower’s governing documents. For the avoidance of doubt, ▇▇▇▇▇▇ acknowledges and agrees that this Section 6.3 shall not be deemed to prevent Borrower from paying bonuses to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board of Directors,

DIVIDENDS, DISTRIBUTIONS. Borrower will not, and will not permit its Subsidiaries toExcept as permitted under Section 4.9(f) hereof, declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution either in cash, stock or return of capital on any class of its equity securities, or make any other distributionproperty on Borrower's stock now or hereafter outstanding, payment or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rights, plans, equity incentive or achievement plans or any similar plans) or any payment or prepayment on account of, or nor redeem, retire, purchase repurchase or otherwise acquire, directly or indirectly, for consideration acquire any shares of its equity securities (or any options or warrants issued by class of Borrower), or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any equity securities or Indebtedness subordinated to the Obligations (other than the Subordinated Debt, but only to the extent permitted by Section 6.13) or any guarantee thereof or any options, warrants, or other rights to purchase such equity securities or such Indebtedness, whether 's stock now or hereafter outstanding outstanding; provided however, that (each, a “Restricted Payment”), except for (ia) Restricted Payments made by any Subsidiary to Borrower, (ii) Restricted Payments made by any Subsidiary to each Borrower may declare and make dividend payment or other owner of distributions payable solely in the common stock or other common equity interests of such Subsidiary based on their relative ownership interestsperson; (b) Borrower may purchase, provided redeem or otherwise acquire its common stock with the proceeds received from the substantially concurrent issue of new common stock; (c) Borrower may make cashless repurchases of common stock of the Borrower deemed to occur upon the exercise of options, warrants or similar rights solely to the extent that Lender has provided its written consent shares of such stock represent a portion of the exercise price of such options, warrants or similar rights; (d) Borrower may make repurchases of stock of the Borrower deemed to any Restricted Payment, which shall not be unreasonably withheld, before such Restricted Payment is effectuated, (iii) dividends payable occur upon the payment by the Borrower or any Subsidiary solely in, of employee tax liabilities arising from stock issued pursuant to stock option or other issuances of, equity interests equity-based incentive plans or other benefit plans approved by the Borrower’s board of directors (or substantially equivalent governing body) for management or employees of the Borrower or such Subsidiary, and its Subsidiaries; (ive) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of the Borrower; and (f) the Borrower and each Subsidiary may repurchase, retire or otherwise acquire the stock of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or equivalents)their estate, (vfamily members, spouse and/or former spouse) so long as of the Borrower or any Subsidiary not in excess of $1,500,000 during each fiscal year of the Borrower if immediately before and after giving effect to such payment no Event of Default has occurred and is continuing, repurchases of securities from employees, directors, consultants, advisors or other service providers of Borrower (A) not to exceed $100,000 in cash payments in any calendar year or (B) by cancellation of indebtedness, (vi) conversion of any of its securities into other securities pursuant to the terms of such securities or otherwise in exchange therefor and (vii) so long as no Event of Default has occurred and is continuing, tax distributions permitted pursuant to Borrower’s governing documents. For the avoidance of doubt, ▇▇▇▇▇▇ acknowledges and agrees that this Section 6.3 shall not be deemed to prevent Borrower from paying bonuses to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board of Directors,exist.

DIVIDENDS, DISTRIBUTIONS. Borrower will not, and will not permit its Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution either in cash, stock or return of capital any other property on any class Equity Interest of its equity securities, or make any other distribution, payment or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rights, plans, equity incentive or achievement plans or any similar plans) Subsidiary now or any payment or prepayment on account ofhereafter outstanding, or nor redeem, retire, purchase repurchase or otherwise acquire, directly or indirectly, for consideration acquire any part of its equity securities (any class of Borrower’s or any options Subsidiaries’ Equity Interests now or warrants issued by Borrower)hereafter outstanding, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any equity securities or Indebtedness subordinated to the Obligations (other than the Subordinated Debt(a) dividends and distributions paid by Subsidiaries to Borrower or another Subsidiary, but only to the extent permitted by Section 6.13) including dividends payable in capital stock or any guarantee thereof or any options, warrants, or other rights to purchase capital stock of such equity securities Subsidiaries, provided that no dividend or such Indebtednessdistribution shall be paid in cash by any Obligor to any Subsidiary that is not an Obligor, whether now (b) dividends payable solely in capital stock or hereafter outstanding rights to purchase capital stock of Borrower, (c) dividends and distributions paid by Borrower to its shareholders on any Equity Interest of Borrower, and (d) redemptions, retirements, repurchases or other acquisitions of Borrower’s common stock (each, a “Restricted PaymentShare Repurchase”), except for provided that (i) Restricted Payments made by any Subsidiary to Borrowerno Potential Event of Default or Event of Default then exists or would result therefrom, (ii) Restricted Payments made by the aggregate consideration paid (whether in cash or otherwise) in connection with any Subsidiary dividend or distribution paid pursuant to each other owner of equity interests of such Subsidiary based on their relative ownership interests, provided that Lender has provided its written consent to Section 6.6(c) and Share Repurchases during any Restricted Payment, which fiscal year shall not be unreasonably withheld, before such Restricted Payment is effectuatedexceed $50,000,000, (iii) dividends payable by Borrower the aggregate consideration paid (whether in cash or otherwise) in connection with any Subsidiary solely individend or distribution paid pursuant to Section 6.6(c) and Share Repurchases plus the aggregate amount of consideration paid with respect to all acquisitions (excluding the Pending Acquisition) during any fiscal year shall not exceed $125,000,000, or other issuances of, equity interests of Borrower or such Subsidiary, and (iv) cash payments in lieu of the issuance of fractional shares (after giving effect to any dividend or equivalents), (v) so long as no Event of Default has occurred and is continuing, repurchases of securities from employees, directors, consultants, advisors or other service providers of Borrower (A) not to exceed $100,000 in cash payments in any calendar year or (B) by cancellation of indebtedness, (vi) conversion of any of its securities into other securities distribution paid pursuant to the terms of such securities Section 6.6(c) or otherwise in exchange therefor and (vii) so long as no Event of Default has occurred and is continuingShare Repurchase, tax distributions permitted pursuant to Borrower’s governing documents. For the avoidance of doubt, ▇▇▇▇▇▇ acknowledges and agrees that this Section 6.3 Domestic Liquidity shall not be deemed to prevent Borrower from paying bonuses to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board of Directors,less than $50,000,000.

DIVIDENDS, DISTRIBUTIONS. Borrower will not, and will not permit its Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution or return of capital on any class of its equity securitieseither in cash, stock, or make any other distribution, payment property on Borrower's Capital Stock now or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rights, plans, equity incentive or achievement plans or any similar plans) or any payment or prepayment on account of, or hereafter outstanding; nor redeem, retire, purchase repurchase, or otherwise acquireacquire any shares of any class of Borrower's Capital Stock now or hereafter outstanding; provided, directly however, that (a) each Subsidiary of Borrower may pay -------- ------- cash dividends or indirectlydistributions to Borrower and (b) Borrower (i) may pay dividends payable on the Preferred Stock in the form of additional shares of Preferred Stock, (ii) may, so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, pay dividends payable on the shares of Preferred Stock with (x) the net proceeds of a sale for consideration any of its equity securities (or any options or warrants issued by Borrower), or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any equity securities or Indebtedness subordinated to the Obligations cash (other than to a Subsidiary of Borrower) of shares of Capital Stock of Borrower or (y) the Subordinated Debt, but only to the extent permitted by Section 6.13) or net proceeds of any guarantee thereof or any options, warrants, or other rights to purchase such equity securities or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) Restricted Payments made by any Subsidiary capital contribution to Borrower, (ii) Restricted Payments made by any Subsidiary to each other owner of equity interests of such Subsidiary based on their relative ownership interests, provided that Lender has provided its written consent to any Restricted Payment, which shall not be unreasonably withheld, before such Restricted Payment is effectuated, (iii) dividends payable by Borrower or any Subsidiary solely inmay, or other issuances of, equity interests of Borrower or such Subsidiary, (iv) cash payments in lieu of the issuance of fractional shares (or equivalents), (v) so long as no Default or Event of Default has shall have occurred or be continuing or would result therefrom, repurchase Capital Stock of Borrower or options, warrants or other securities exercisable or convertible into Capital Stock of Borrower from employees and is continuingdirectors of Borrower or any of its Subsidiaries or their authorized representatives upon the death, repurchases disability or termination of securities from employees, employment or directorship of such employees or directors, consultants, advisors or other service providers of Borrower (A) in an aggregate amount not to exceed FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000 in cash payments 500,000) in any calendar year or and TWO MILLION AND NO/100 DOLLARS (B$2,000,000) by cancellation of indebtednessin the aggregate plus, (vi) conversion in the case of any such repurchase of Capital Stock, the amount of net cash proceeds received by Borrower from the resale of repurchased Capital Stock to officers or directors or Borrower and its securities into Subsidiaries; and (v) may declare and pay dividends on its Capital Stock other securities pursuant to than the terms Preferred Stock in the form of additional shares of such securities or otherwise in exchange therefor and (vii) so long as no Event of Default has occurred and is continuing, tax distributions permitted pursuant to Borrower’s governing documents. For the avoidance of doubt, ▇▇▇▇▇▇ acknowledges and agrees that this Section 6.3 shall not be deemed to prevent Borrower from paying bonuses to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board of Directors,Capital Stock.

DIVIDENDS, DISTRIBUTIONS. Borrower will not, and will not permit its Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution either in cash, stock or return of capital any other property on any class Equity Interest of its equity securities, or make any other distribution, payment or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rights, plans, equity incentive or achievement plans or any similar plans) Subsidiary now or any payment or prepayment on account ofhereafter outstanding, or nor redeem, retire, purchase repurchase or otherwise acquire, directly or indirectly, for consideration acquire any part of its equity securities (any class of Borrower’s or any options Subsidiaries’ Equity Interests now or warrants issued by Borrower)hereafter outstanding, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any equity securities or Indebtedness subordinated to the Obligations (other than the Subordinated Debt(a) dividends and distributions paid by Subsidiaries to Borrower or another Subsidiary, but only to the extent permitted by Section 6.13) including dividends payable in capital stock or any guarantee thereof or any options, warrants, or other rights to purchase capital stock of such equity securities Subsidiaries, provided that no dividend or such Indebtednessdistribution shall be paid in cash by any Obligor to any Subsidiary that is not an Obligor, whether now or hereafter outstanding (each, a “Restricted Payment”), except for b) (i) Restricted Payments made by any Subsidiary dividends payable solely in capital stock or rights to purchase capital stock of Borrower, (ii) Restricted Payments made by cashless repurchases of Equity Interests of Borrower deemed to occur upon exercise of stock options if any Subsidiary to each other owner such Equity Interest represents a portion of equity interests the exercise price of such Subsidiary based on their relative ownership interests, provided that Lender has provided its written consent to any Restricted Payment, which shall not be unreasonably withheld, before such Restricted Payment is effectuated, options and (iii) dividends payable by Borrower or any Subsidiary solely in, or other issuances of, equity interests of Borrower or such Subsidiary, (iv) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower, (c) dividends and distributions paid by Borrower to its shareholders on any Equity Interest of Borrower, and (d) redemptions, retirements, repurchases or equivalentsother acquisitions of Borrower’s common stock (each, a “Share Repurchase”), provided that (vi) so long as with respect to Section 6.6(c) and 6.6(d), no Potential Event of Default has occurred and is continuing, repurchases of securities from employees, directors, consultants, advisors or other service providers of Borrower (A) not to exceed $100,000 in cash payments in any calendar year or (B) by cancellation of indebtedness, (vi) conversion of any of its securities into other securities pursuant to the terms of such securities or otherwise in exchange therefor and (vii) so long as no Event of Default has occurred and is continuingthen exists or would result therefrom, tax distributions permitted (ii) the aggregate consideration paid (whether in cash or otherwise) in connection with any dividend or distribution paid pursuant to Borrower’s governing documents. For Section 6.6(c) and Share Repurchases during any fiscal year shall not exceed $75,000,000, (iii) the avoidance aggregate consideration paid (whether in cash or otherwise) in connection with any dividend or distribution paid pursuant to Section 6.6(c) and Share Repurchases plus the aggregate amount of doubtconsideration paid with respect to all acquisitions shall not exceed $125,000,000 in any fiscal year of Borrower except [***], ▇▇▇▇▇▇ acknowledges and agrees that this (iv) after giving effect to any dividend or distribution paid pursuant to Section 6.3 6.6(c) or Share Repurchase, Domestic Liquidity shall not be deemed to prevent Borrower from paying bonuses to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board of Directors,less than $50,000,000.

DIVIDENDS, DISTRIBUTIONS. Borrower will notDeclare, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any dividend or distribution or return of capital on any class shares of the Equity Interests of any Borrower (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its equity securities, or make any other distribution, payment or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rights, plans, equity incentive or achievement plans or any similar plansstock) or any payment or prepayment on account of, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration apply any of its equity securities (funds, property or any options or warrants issued by Borrower), or set apart assets for a sinking or other analogous fund for, to the purchase, redemption, retirement, defeasance redemption or other acquisition of, retirement of any equity securities or Indebtedness subordinated to the Obligations (other than the Subordinated Debt, but only to the extent permitted by Section 6.13) or any guarantee thereof or any options, warrantsEquity Interests, or other rights of any options to purchase or acquire any such equity securities or such Indebtedness, whether now or hereafter outstanding Equity Interests of any Borrower except that so long as: (each, a) a “Restricted Payment”), except for (i) Restricted Payments made by any Subsidiary notice of termination with regard to Borrower, (ii) Restricted Payments made by any Subsidiary to each other owner of equity interests of such Subsidiary based on their relative ownership interests, provided that Lender has provided its written consent to any Restricted Payment, which this Agreement shall not be unreasonably withheld, before such Restricted Payment is effectuated, outstanding; (iiib) dividends payable by Borrower or any Subsidiary solely in, or other issuances of, equity interests of Borrower or such Subsidiary, (iv) cash payments in lieu of the issuance of fractional shares (or equivalents), (v) so long as no Event of Default has or Default shall have occurred and is continuingbe continuing or would result from such purchase, repurchases of securities from employeesredemption or dividend (including pursuant to Section 10.15 hereof); and (c) the purpose for such purchase, directorsredemption or dividend shall be as set forth in writing to Agent at least ten (10) Business Days prior to such purchase, consultantsredemption or dividend and such purchase, advisors redemption or other service providers of Borrower dividend shall in fact be used for such purpose,then (i) Image shall be permitted to: (A) not to exceed $100,000 declare and pay dividends or redeem or purchase any Equity Interests for consideration solely in cash payments in any calendar year or the format of shares of common stock of Image, (B) by cancellation declare and pay dividends solely on a payment-in-kind (“PIK”) basis to holders of indebtednessImage’s Series B Preferred Stock and Series C Preferred Stock; provided, however, that Image may declare and pay cash dividends pursuant to clauses (a) through (c) above on its Series B Preferred Stock and Series C Preferred Stock as set forth in the designations of rights, privileges and preferences for such Equity Interests filed with the Delaware Secretary of State and in effect on the Closing Date if and on the condition that: (x) Borrowers have an EBITDA calculated for such most recently completed fiscal year of not less than $13,000,000, (viy) conversion Borrowers have a Net Operating Income for such most recently completed fiscal year of any of its securities into other securities pursuant to the terms of such securities or otherwise in exchange therefor not less than $6,000,000, and (viiz) so long as no Event of Default has shall have occurred and is continuingbe continuing or would occur after giving effect to the payment of such interest (each such condition and calculation listed in clauses (x) and (y) herein shall be confirmed and demonstrated, tax distributions permitted as applicable, in a certificate provided to Agent and duly executed by the President, Chief Financial Officer, Treasurer or Controller of the Borrowing Agent by which such officer shall certify to Agent the calculations thereof as of the date of such certificate and shall be based upon Borrowers’ most recent audited Consolidated financial statements delivered to Agent pursuant to Borrower’s governing documents. For Section 9.7 hereof or unaudited Consolidated financial statements delivered to Agent pursuant to Section 9.8 hereof, as the avoidance case may be), and (C) repurchase Equity Interests consisting of doubtcommon stock held by employees pursuant to any employee stock ownership plan thereof upon the termination, ▇▇▇▇▇▇ acknowledges retirement or death of any such employee in accordance with the provisions of such plan; provided that as to any such repurchase, each of the following conditions must be satisfied: (w) as of the date of the payment for such repurchase, no Event of Default shall have occurred and agrees that this Section 6.3 be continuing or would occur after giving effect to such repurchase, (x) such repurchase shall be paid with funds legally available therefor, (y) such repurchase shall not be deemed violate any Applicable Law or the terms of any indenture, agreement or undertaking to prevent Borrower from paying bonuses which Image is a party or by which Image or its property is bound, and (z) the aggregate amount of all payments for such repurchases in any fiscal year shall not exceed $150,000; and (ii) IMHE may declare and pay dividends and distributions to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board of Directors,Image.

DIVIDENDS, DISTRIBUTIONS. Borrower will not, and will not permit its Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution either in cash, stock or return of capital any other property on any class Equity Interest of its equity securities, or make any other distribution, payment or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rights, plans, equity incentive or achievement plans or any similar plans) Subsidiary now or any payment or prepayment on account ofhereafter outstanding, or nor redeem, retire, purchase repurchase or otherwise acquire, directly or indirectly, for consideration acquire any part of its equity securities (any class of Borrower’s or any options Subsidiaries’ Equity Interests now or warrants issued by Borrower)hereafter outstanding, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any equity securities or Indebtedness subordinated to the Obligations (other than the Subordinated Debt(a) dividends and distributions paid by Subsidiaries to Borrower or another Subsidiary, but only to the extent permitted by Section 6.13) including dividends payable in capital stock or any guarantee thereof or any options, warrants, or other rights to purchase capital stock of such equity securities Subsidiaries, provided, that no dividend or such Indebtednessdistribution shall be paid in cash by any Obligor to any Subsidiary that is not an Obligor, whether now or hereafter outstanding (each, a “Restricted Payment”), except for b) (i) Restricted Payments made by any Subsidiary dividends payable solely in capital stock or rights to purchase capital stock of Borrower, (ii) Restricted Payments made by cashless repurchases of Equity Interests of Borrower deemed to occur upon exercise of stock options if any Subsidiary to each other owner such Equity Interest represents a portion of equity interests the exercise price of such Subsidiary based on their relative ownership interests, provided that Lender has provided its written consent to any Restricted Payment, which shall not be unreasonably withheld, before such Restricted Payment is effectuated, options and (iii) dividends payable by Borrower or any Subsidiary solely in, or other issuances of, equity interests of Borrower or such Subsidiary, (iv) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower, (c) dividends and distributions paid by Borrower to its shareholders on any Equity Interest of Borrower, and (d) redemptions, retirements, repurchases or equivalentsother acquisitions of Borrower’s common stock (each, a “Share Repurchase”), provided that (vi) so long as with respect to Section 6.6(c) and 6.6(d), no Potential Event of Default has occurred and is continuing, repurchases of securities from employees, directors, consultants, advisors or other service providers of Borrower (A) not to exceed $100,000 in cash payments in any calendar year or (B) by cancellation of indebtedness, (vi) conversion of any of its securities into other securities pursuant to the terms of such securities or otherwise in exchange therefor and (vii) so long as no Event of Default has occurred and is continuingthen exists or would result therefrom, tax distributions permitted (ii) the aggregate consideration paid (whether in cash or otherwise) in connection with any dividend or distribution paid pursuant to Borrower’s governing documents. For Section 6.6(c) and Share Repurchases during any fiscal year shall not exceed $85,000,000, (iii) the avoidance aggregate consideration paid (whether in cash or otherwise) in connection with any dividend or distribution paid pursuant to Section 6.6(c) and Share Repurchases plus the aggregate amount of doubtconsideration paid with respect to all acquisitions shall not exceed $135,000,000 in any fiscal year of Borrower except that during the fiscal year ending April 30, ▇▇▇▇▇▇ acknowledges 2016, the foregoing limitation shall not include consideration paid with respect to the Project Accelerate Acquisition if, and agrees that this only if, the Project Accelerate Acquisition occurs during such fiscal year and (iv) after giving effect to any dividend or distribution paid pursuant to Section 6.3 6.6(c) or Share Repurchase, Domestic Liquidity shall not be deemed to prevent Borrower from paying bonuses to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board of Directors,less than $50,000,000. 1.19 Section 6.8 -

DIVIDENDS, DISTRIBUTIONS. Borrower will notDuring the existence of an Event of Default, and will not permit its Subsidiaries to, declare if any dividends or make, distributions of any kind are paid upon or agree to pay or make, directly or indirectly, any dividend or distribution or return of capital on any class of its equity securities, or make any other distribution, payment or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rightsof the Pledged Securities, planssuch sum shall be paid over to the Agent, equity incentive or achievement plans for the benefit of the Lenders, to be held as additional collateral hereunder. If, at any time, any stock dividend shall be declared on any of the Pledged Securities, or any similar plans) shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the Pledged Securities, or any payment or prepayment distribution of capital shall be made on account ofany of the Pledged Securities, or redeemany shares, retire, purchase obligations or otherwise acquire, directly other property shall be distributed upon or indirectly, for consideration any with respect to the Pledged Securities pursuant to a recapitalization or reclassification of its equity securities (or any options or warrants issued by Borrower)the capital of the issuer thereof, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any equity securities or Indebtedness subordinated to the Obligations (other than the Subordinated Debt, but only to the extent permitted by Section 6.13) or any guarantee thereof or any options, warrants, or other rights to purchase such equity securities or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) Restricted Payments made by any Subsidiary to Borrower, (ii) Restricted Payments made by any Subsidiary to each other owner of equity interests of such Subsidiary based on their relative ownership interests, provided that Lender has provided its written consent to any Restricted Payment, which shall not be unreasonably withheld, before such Restricted Payment is effectuated, (iii) dividends payable by Borrower or any Subsidiary solely in, or other issuances of, equity interests of Borrower or such Subsidiary, (iv) cash payments in lieu of the issuance of fractional shares (or equivalents), (v) so long as no Event of Default has occurred and is continuing, repurchases of securities from employees, directors, consultants, advisors or other service providers of Borrower (A) not to exceed $100,000 in cash payments in any calendar year or (B) by cancellation of indebtedness, (vi) conversion of any of its securities into other securities pursuant to the terms dissolution, liquidation (in whole or in part), bankruptcy or reorganization of such securities issuer, or otherwise to the merger or consolidation of such issuer with or into another corporation, then in exchange therefor any such case the stock dividends, shares of stock or fractions thereof, distributions of capital, obligations or other property so distributed shall be delivered to the Agent, to be held by it as additional collateral hereunder, and all of the same shall constitute Pledged Collateral for all purposes hereof; and the Pledgor shall deliver to the Agent, for the benefit of the Lenders, an amended EXHIBIT A hereto to reflect the additional Pledged Securities delivered to the Agent. If any such dividends or distributions are received by the Pledgor, they shall be received in trust by the Agent, for the benefit of the Lenders, be segregated from the other property or funds of the Pledgor, and shall be forthwith delivered to the Agent, for the benefit of the Lenders, as Pledged Collateral in the same form as so received (vii) so long as no with any necessary endorsement). During the existence of an Event of Default has occurred Default, any cash received and is continuing, tax distributions permitted retained by the Agent as additional collateral hereunder pursuant to Borrower’s governing documents. For the avoidance foregoing provisions shall be held in an interest-bearing account for the benefit of doubtthe Pledgor and may at any time and from time to time be applied (in whole or in part) by the Agent, ▇▇▇▇▇▇ acknowledges and agrees that this Section 6.3 shall not be deemed for the benefit of the Lenders, at its option to prevent Borrower from paying bonuses to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board the payment of Directors,the Guaranty Obligations.

DIVIDENDS, DISTRIBUTIONS. Borrower will not, and will not permit its Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution either in cash, stock or return of capital any other property on any class Equity Interest of its equity securities, or make any other distribution, payment or delivery of property or cash (including any payments made or required to be made by Borrower with respect to any equity appreciation rights, plans, equity incentive or achievement plans or any similar plans) Subsidiary now or any payment or prepayment on account ofhereafter outstanding, or nor redeem, retire, purchase repurchase or otherwise acquire, directly or indirectly, for consideration acquire any part of its equity securities (any class of Borrower’s or any options Subsidiaries’ Equity Interests now or warrants issued by Borrower)hereafter outstanding, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any equity securities or Indebtedness subordinated to the Obligations (other than the Subordinated Debt(a) dividends and distributions paid by Subsidiaries to Borrower or another Subsidiary, but only to the extent permitted by Section 6.13) including dividends payable in capital stock or any guarantee thereof or any options, warrants, or other rights to purchase capital stock of such equity securities Subsidiaries, provided, that no dividend or such Indebtednessdistribution shall be paid in cash by any Obligor to any Subsidiary that is not an Obligor, whether now or hereafter outstanding (each, a “Restricted Payment”), except for b) (i) Restricted Payments made by any Subsidiary dividends payable solely in capital stock or rights to purchase capital stock of Borrower, (ii) Restricted Payments made by cashless repurchases of Equity Interests of Borrower deemed to occur upon exercise of stock options if any Subsidiary to each other owner such Equity Interest represents a portion of equity interests the exercise price of such Subsidiary based on their relative ownership interests, provided that Lender has provided its written consent to any Restricted Payment, which shall not be unreasonably withheld, before such Restricted Payment is effectuated, options and (iii) dividends payable by Borrower or any Subsidiary solely in, or other issuances of, equity interests of Borrower or such Subsidiary, (iv) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Borrower, (c) dividends and distributions paid by Borrower to its shareholders on any Equity Interest of Borrower, and (d) redemptions, retirements, repurchases or equivalentsother acquisitions of Borrower’s common stock (each, a “Share Repurchase”), provided that (vi) so long as with respect to Section 6.6(c) and 6.6(d), no Potential Event of Default has occurred and is continuing, repurchases of securities from employees, directors, consultants, advisors or other service providers of Borrower (A) not to exceed $100,000 in cash payments in any calendar year or (B) by cancellation of indebtedness, (vi) conversion of any of its securities into other securities pursuant to the terms of such securities or otherwise in exchange therefor and (vii) so long as no Event of Default has occurred and is continuingthen exists or would result therefrom, tax distributions permitted (ii) the aggregate consideration paid (whether in cash or otherwise) in connection with any dividend or distribution paid pursuant to Borrower’s governing documents. For Section 6.6(c) and Share Repurchases during any fiscal year shall not exceed $85,000,000, (iii) the avoidance aggregate consideration paid (whether in cash or otherwise) in connection with any dividend or distribution paid pursuant to Section 6.6(c) and Share Repurchases plus the aggregate amount of doubtconsideration paid with respect to all acquisitions shall not exceed $135,000,000 in any fiscal year of Borrower except that during the fiscal year ending April 30, ▇▇▇▇▇▇ acknowledges 2016, the foregoing limitation shall not include consideration paid with respect to the Project Accelerate Acquisition if, and agrees that this only if, the Project Accelerate Acquisition occurs during such fiscal year and (iv) after giving effect to any dividend or distribution paid pursuant to Section 6.3 6.6(c) or Share Repurchase, Domestic Liquidity shall not be deemed to prevent Borrower from paying bonuses to Borrower’s employees, which are consistent with Borrower’s past practices and/or have been approved by Borrower’s Board of Directors,less than $50,000,000.