Common use of Contribution Clause in Contracts

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If for any reason the indemnification under provisions contemplated by Section 5(a6(a) or 5(bSection 6(b) is are unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for indemnified party in respect of any Losseslosses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Partyindemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyby such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. In Notwithstanding the provisions of this Section 6(d), no event Electing Holder shall be required to contribute any amount in excess of the contribution obligation of a Holder of Registrable Securities be greater in amount than by which the dollar amount of the proceeds (net of all expenses paid received by such Holder in connection with holder from the sale of any claim relating to this Section 5 Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such Holder holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained holders’ obligations in this Section are 6(d) to contribute shall be several in addition to any liability that the Indemnifying Parties may have proportion to the Indemnified Partiesprincipal amount of Registrable Securities registered by them and not joint.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ ' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party because of a failure or insufficient refusal of a governmental authority to hold an Indemnified Party harmless for any Lossesenforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this AgreementSection 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. Notwithstanding anything to the contrary contained herein, the Holder shall be required to contribute under this Section 5(d) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall No Person guilty of fraudulent misrepresentation (within the contribution obligation meaning of a Holder of Registrable Securities be greater in amount than the dollar amount Section 11(f) of the proceeds (net of all expenses paid by such Holder in connection with Securities Act) shall be entitled to contribution from any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason Person who was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. The indemnity and contribution agreements herein are in addition to and not in diminution or limitation of any indemnification provisions under the Purchase Agreement.

Contribution. If the a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party because of a failure or insufficient refusal of a governmental authority to hold an Indemnified Party harmless for any Lossesenforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party shall Party, in lieu of indemnifying such Indemnified Party, shall, severally and not jointly, contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses Losses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Indemnifying, Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this AgreementSection 5(c), any reasonable attorneys’ ' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. Notwithstanding anything to the contrary contained herein, the Holder shall be liable or required to contribute under this Section 5(d) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall No Person guilty of fraudulent misrepresentation (within the contribution obligation meaning of a Holder of Registrable Securities be greater in amount than the dollar amount Section 11(f) of the proceeds (net of all expenses paid by such Holder in connection with Securities Act) shall be entitled to contribution from any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason Person who was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the a claim for indemnification under Section 5(a) or 5(b) is due but unavailable to an Indemnified Party because of a failure or insufficient refusal of a governmental authority to hold an Indemnified Party harmless for any Lossesenforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Indemnifying, Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this AgreementSection 5(c), any reasonable attorneys’ ' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall No Person guilty of fraudulent misrepresentation (within the contribution obligation meaning of a Holder of Registrable Securities be greater in amount than the dollar amount Section 11(f) of the proceeds (net of all expenses paid by such Holder in connection with Securities Act) shall be entitled to contribution from any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason Person who was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified PartiesParties pursuant to the law.

Contribution. If the a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party because of a failure or insufficient refusal of a governmental authority to hold an Indemnified Party harmless for any Lossesenforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Indemnifying, Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this AgreementSection 5(c), any reasonable attorneys’ ' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. Notwithstanding anything to the contrary contained herein, the Holder shall be liable or required to contribute under this Section 5(c) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall No Person guilty of fraudulent misrepresentation (within the contribution obligation meaning of a Holder of Registrable Securities be greater in amount than the dollar amount Section 11(f) of the proceeds (net of all expenses paid by such Holder in connection with Securities Act) shall be entitled to contribution from any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason Person who was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ ' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party because of a failure or insufficient refusal of a governmental authority to hold an Indemnified Party harmless for any Lossesenforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this AgreementSection 5(c), any reasonable attorneys’ ' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. Notwithstanding anything to the contrary contained herein, the Holder shall be required to contribute under this Section 5(d) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall No Person guilty of fraudulent misrepresentation (within the contribution obligation meaning of a Holder of Registrable Securities be greater in amount than the dollar amount Section 11(f) of the proceeds (net of all expenses paid by such Holder in connection with Securities Act) shall be entitled to contribution from any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason Person who was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. The indemnity and contribution agreements herein are in addition to and not in diminution or limitation of any indemnification provisions under the Purchase Agreement.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationa Holder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ ' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event Notwithstanding the provisions of this Section 5(d), the Holder shall the contribution obligation of a Holder of Registrable Securities not be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating required to contribute pursuant to this Section 5 and 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages such that Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a7(a) or 5(b7(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d7(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 7(d), no event Holder shall be required to contribute pursuant to this Section 7(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) provided for in Sections 6.1 and 6.2 of this Agreement is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for any Lossesindemnified party under such Sections, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by to such Indemnified Partyindemnified party as a result of the losses, claims, damages or liabilities referred to in Section 6.1 or Section 6.2 of this Agreement in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party on the one hand, and Indemnified Party the indemnified party on the other, in connection with the actions, statements or omissions that which resulted in such Losses losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations, including, without limitation, the relative benefits received by each party from the offering of the securities covered by such registration statement, the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted and the opportunity to correct and prevent any statement or omission. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such Indemnifying Party by the indemnifying party or Indemnified Party, the indemnified party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement untrue statements or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d) 6.5 were to be determined by pro rata or per capita allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to in the immediately preceding paragraphfirst sentence of this Section 6.5. In no event The amount paid to an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 6.5 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim (which shall be limited as provided in Section 6.3 of this Agreement if the indemnifying party has assumed the defense of any such action in accordance with the provisions thereof) which is the subject of this Section 6.5. Promptly after receipt by an indemnified party under this Section 6.5 of notice of the commencement of any action against such party in respect of which a claim for contribution obligation may be made against an indemnifying party under this Section 6.5, such indemnified party shall notify the indemnifying party in writing of a Holder the commencement thereof if the notice specified in Section 6.3 of this Agreement has not been given with respect to such action; provided, that the omission to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may otherwise have to any indemnified party under this Section 6.5, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. The Company and each holder of Registrable Securities be greater in amount than agrees with each other and the dollar amount underwriters of the proceeds (net of all expenses paid Registrable Securities, if requested by such Holder in connection with any claim relating to this Section 5 underwriters, that (i) the underwriters' portion of such contribution shall not exceed the underwriting discount and (ii) the amount of any damages such Holder has otherwise been required contribution shall not exceed an amount equal to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) the net proceeds actually received by it upon such indemnifying party from the sale of the Registrable Securities giving rise in the offering to which the losses, liabilities, claims, damages or expenses of the indemnified parties relate. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesfraudulent misrepresentation.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ ' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a6(a) or 5(b6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 6(d), no event Holder shall be required to contribute pursuant to this Section 6(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d5(f) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(f), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If for any reason the indemnification under Section 5(aprovided for in the preceding paragraphs (a) or 5(band (b) is unavailable to an Indemnified Party indemnified party or insufficient to hold an Indemnified Party harmless for any Lossesit harmless, other than as expressly specified therein, then each Indemnifying Party the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Indemnified Partyloss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnified party and Indemnified Party in connection with the actionsindemnifying party, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault fault, in the case of such Indemnifying Party and Indemnified Party an untrue statement, alleged untrue statement, omission, or alleged omission, shall be determined by reference toby, among other things, whether any action in questionsuch statement, including any untrue or alleged untrue statement of a material fact or omission statement, omission, or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party by the Company or Indemnified Partyby the Investor, and the parties’ relative intent, knowledge, access to information information, and opportunity to correct or prevent such actionstatement, statement alleged statement, omission, or alleged omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just unjust and equitable inequitable if the respective obligations of the Company and each Investor for contribution pursuant to this Section 5(d) were determined by pro rata or per capita allocation of the aggregate losses, liabilities, claims, damages, and expenses or by any other method of allocation that does not take into account reflect the equitable considerations referred to in this clause (d). No person guilty of fraudulent misrepresentation within the immediately preceding paragraphmeaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a Holder holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder holder in connection with any claim relating to this Section 5 6 and the amount of any damages such Holder holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained Anything in this Section are in addition to any liability that the Indemnifying Parties may have 6(d) to the Indemnified Partiescontrary notwithstanding, no party shall be liable for contribution with respect to the settlement of any claim or action effected without its written consent. This Section 6(d) is not intended to supersede any right to contribution under the 1933 Act, the 1934 Act, or otherwise.

Contribution. If for any reason the indemnification under provisions contemplated by Section 5(a6(a) or 5(bSection 6(b) is are unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for indemnified party in respect of any Losseslosses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Partyindemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyby such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. In Notwithstanding the provisions of this Section 6(d), no event holder shall be required to contribute any amount in excess of the contribution obligation of a Holder of Registrable Securities be greater in amount than by which the dollar amount of the proceeds (net of all expenses paid received by such Holder in connection with holder from the sale of any claim relating to this Section 5 Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such Holder holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained holders’ obligations in this Section are 6(d) to contribute shall be several in addition to any liability that the Indemnifying Parties may have proportion to the Indemnified Partiesprincipal amount of Registrable Securities registered by them and not joint.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties, provided that no amount shall be reimbursed twice in any event.

Contribution. If the indemnification under Section 5(a) or 5(b) provided for in this Article 3 is unavailable to an the Indemnified Party or insufficient to hold an Indemnified Party harmless for Parties in respect of any LossesDamages, then each Indemnifying Party Party, in lieu of indemnifying the Indemnified Parties, shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses Damages as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses Damages shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section Article 3 was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) 3.04 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 3.04, no event Shareholder shall be required to contribute, in the contribution obligation aggregate, any amount in excess of a Holder the amount by which the proceeds actually received by such Shareholder from the sale of the Registrable Securities be greater in amount than subject to the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and proceeding exceeds the amount of any damages that such Holder Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) , except in the case of fraud by such Shareholder. Each Shareholder’s obligation to contribute pursuant to this Section 3.03 is several in the proportion that the proceeds of the offering received by it upon such Shareholder bears to the sale total proceeds of the Registrable offering received by all such Shareholders and not joint. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities giving rise Act) shall be entitled to contribution from any Person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section Article 3 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ ' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable and documented attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event Notwithstanding the provisions of this Section 5(d), Holder shall not be required to contribute, in the contribution obligation aggregate, any amount in excess of a the amount by which the net proceeds actually received by Holder from the sale of the Registrable Securities be greater in amount than subject to the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and Proceeding exceeds the amount of any damages such that Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ ' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a the Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such the Holder in connection with any claim relating to this Section 5 and the amount of any damages such the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a6(a) or 5(b6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 6(d), no event Holder shall be required to contribute pursuant to this Section 6(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding Proceedings to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceedings exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a the Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such the Holder in connection with any claim relating to this Section 5 and the amount of any damages such the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under provided for in this Section 5(a) or 5(b) 10.9 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses, claims, damages or insufficient liabilities referred to hold an herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party harmless for any Lossesthereunder, then each Indemnifying Party shall to the extent permitted by applicable law contribute to the amount paid or payable by such Indemnified PartyParty as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the actions, statements untrue statement or omissions omission that resulted in such Losses loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of such the Indemnifying Party and of the Indemnified Party shall be determined by a court of law by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such by the Indemnifying Party or by the Indemnified Party, Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission; provided, that in no event shall any contribution by a Purchaser hereunder exceed the proceeds from the offering received by such Purchaser. The amount paid or payable by a party as a result of any Losses loss, claim, damage or liability shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 10.9 was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under provided for in this Section 5(a) or 5(b) 7 is applicable in accordance with its terms but is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for in respect of any Losses, then each applicable Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Party, on the one hand, and such Indemnified Party Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party Party, on the one hand, and Indemnified Party Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, include any reasonable attorneys’ legal or other fees fees, charges or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees investigation or expenses if the indemnification provided for in this Section was available to such party in accordance with its termsproceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d7(d) were determined by pro rata allocation or by any other method of allocation that does not take into account of the equitable considerations referred to in this Section 7(d). Notwithstanding the immediately preceding paragraph. In no event shall the contribution obligation provisions of this Section 7(d), an Indemnifying Party that is a Holder shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by such Holder from the sale of the Registrable Securities be greater in amount than the dollar amount of the proceeds sold by such Holder (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 underwriters’ discounts and commissions) exceeds the amount of any damages that such Holder Indemnifying Party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(d) received was determined by it upon the sale pro rata allocation or by any other method of allocation which does not take account of the Registrable Securities giving rise equitable considerations referred to such contribution obligation. The indemnity and contribution agreements contained in this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section are in addition 11(f) of the Securities Act) shall be entitled to contribution from any liability that the Indemnifying Parties may have to the Indemnified PartiesPerson who was not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification under provided for in this Section 5(a) or 5(b) 6 is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for indemnified party under subsection (a) or (b) above in respect of any Losseslosses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Partyindemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerationsconsiderations including, but not limited to, the timeliness of the notice given as required by Section 6(c). The relative fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyby such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d6(d) were determined by pro rata allocation (even if the Notice Holders or any underwriters, selling agents or other securities professionals or all of them were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. In no event No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the contribution obligation Notice Holders and any underwriters, selling agents or other securities professionals in this Section 6(d) to contribute shall be several in proportion to the percentage of a Holder principal amount of Registrable Securities be greater in amount than registered or underwritten, as the dollar amount of the proceeds (net of all expenses paid case may be, by such Holder in connection with any claim relating to this Section 5 them and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesnot joint.

Contribution. If the indemnification under provided for in paragraphs (a) and (b) of this Section 5(a) or 5(b) 10 is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for any Lossesthereunder, then each Indemnifying Party thereunder shall contribute to the amount account paid or payable by such Indemnified PartyParty as a result of the losses, claims, damages, costs, expenses, liabilities or actions referred to in paragraphs (a) and (b) of this Section 10 in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such by the Indemnifying Party or the Indemnified Party, Party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement untrue statements or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this paragraph (d) of Section 5(d) 10 were to be determined by pro rata or per capita allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in the immediately preceding paragraphfirst sentence of this paragraph (d) of Section 10. In no event shall the contribution obligation of The amount paid by an Indemnified Party as a Holder of Registrable Securities be greater in amount than the dollar amount result of the proceeds losses, claims, damages or liabilities referred to in the first sentence of this paragraph (net d) of all Section 10 shall be deemed to include any legal or other expenses paid reasonably incurred by such Holder Indemnified Party in connection with investigating or defending any action or claim relating to which is the subject of this paragraph (d) of Section 10. Promptly after receipt by an Indemnified Party of notice of the commencement of any action against such party in respect of which a claim for contribution may be made against an Indemnifying Party under this paragraph (d) of Section 10, such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof if the notice specified in paragraph (c) of this Section 5 10 has not been given with respect to such action; provided that the omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise under this paragraph (d) of Section 10, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. The parties hereto agree with each other and shall agree with the underwriters of the Common Stock of the Company pursuant to the terms hereof, if requested by such underwriters, that (a) the underwriters' portion of such contribution shall not exceed the underwriting discount, commission and other compensation and (b) except for the Company, the amount of any damages such Holder has otherwise been required contribution shall not exceed an amount equal to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) the proceeds received by it upon such Indemnifying Party from the sale of securities in the Registrable offering to which the losses, claims, damages or liabilities of the indemnified parties relate. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesfraudulent misrepresentation.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.  The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.  The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.. 

Contribution. If the indemnification under Section 5(a) or 5(b) provided for herein is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for any Lossesindemnified party hereunder, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Party, indemnified party as a result of the Losses (or actions or proceedings in respect thereof) referred to herein in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party on the one hand and Indemnified Party the indemnified party on the other in connection with the statements, omissions, actions, statements or omissions that inactions which resulted in such Losses as well as any other relevant equitable considerationsLosses. The relative fault of such Indemnifying Party the indemnifying party and Indemnified Party the indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied byby the indemnifying party or the indemnified party, any action or inaction by any such Indemnifying Party or Indemnified Partyparty, and the parties’ relative intent, knowledge, access to information information, and opportunity to correct or prevent such statement, omission, action, statement or omissioninaction. The amount paid or payable No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Promptly after receipt by a an indemnified party as a result hereunder of written notice of the commencement of any Losses shall action, suit, proceeding, investigation, or threat thereof with respect to which a claim for contribution may be deemed made against an indemnifying party hereunder, such indemnified party shall, if a claim for contribution in respect thereto is to includebe made against an indemnifying party, subject give written notice to the limitations set forth in this Agreementindemnifying party of the commencement thereof (if the notice specified herein has not been given with respect to such action); provided, however, that the failure to so notify the indemnifying party shall not relieve it from any reasonable attorneys’ or other fees or expenses incurred by such obligation to provide contribution which it may have to any indemnified party in connection with any Proceeding hereunder, except to the extent such that the indemnifying party would have been indemnified for such fees or expenses if is actually prejudiced by the indemnification provided for in this Section was available failure to such party in accordance with its termsgive notice. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) hereto were determined by pro rata allocation or by any other method of allocation that which does not take into account the of equitable considerations referred to in herein. If indemnification is available hereunder, the immediately preceding paragraph. In no event indemnifying parties shall indemnify each indemnified party to the contribution obligation fullest extent provided herein, without regard to the relative fault of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with said indemnifying party or indemnified party or any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationother equitable consideration provided for herein. The indemnity and contribution agreements contained in this Section are provisions hereof shall be in addition to any liability that the Indemnifying Parties other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party, and shall survive the Indemnified Partiestransfer of securities by any such party.

Contribution. If the indemnification under Section 5(a) or 5(b) provided for herein is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for any Lossesindemnified party hereunder, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Party, indemnified party as a result of the Losses (or actions or proceedings in respect thereof) referred to herein in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party on the one hand and Indemnified Party the indemnified party on the other in connection with the statements, omissions, actions, statements or omissions that inactions which resulted in such Losses as well as any other relevant equitable considerationsLosses. The relative fault of such Indemnifying Party the indemnifying party and Indemnified Party the indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied byby the indemnifying party or the indemnified party, any action or inaction by any such Indemnifying Party or Indemnified Partyparty, and the parties’ ' relative intent, knowledge, access to information information, and opportunity to correct or prevent such statement, omission, action, statement or omissioninaction. The amount paid or payable No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Promptly after receipt by a an indemnified party as a result hereunder of written notice of the commencement of any Losses shall action, suit, proceeding, investigation, or threat thereof with respect to which a claim for contribution may be deemed made against an indemnifying party hereunder, such indemnified party shall, if a claim for contribution in respect thereto is to includebe made against an indemnifying party, subject give written notice to the limitations set forth in this Agreementindemnifying party of the commencement thereof (if the notice specified herein has not been given with respect to such action); provided, however, that the failure to so notify the indemnifying party shall not relieve it from any reasonable attorneys’ or other fees or expenses incurred by such obligation to provide contribution which it may have to any indemnified party in connection with any Proceeding hereunder, except to the extent such that the indemnifying party would have been indemnified for such fees or expenses if is actually prejudiced by the indemnification provided for in this Section was available failure to such party in accordance with its termsgive notice. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) hereto were determined by pro rata allocation or by any other method of allocation that which does not take into account the of equitable considerations referred to in herein. If indemnification is available hereunder, the immediately preceding paragraph. In no event indemnifying parties shall indemnify each indemnified party to the contribution obligation fullest extent provided herein, without regard to the relative fault of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with said indemnifying party or indemnified party or any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationother equitable consideration provided for herein. The indemnity and contribution agreements contained in this Section are provisions hereof shall be in addition to any liability that the Indemnifying Parties other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract, shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party, and shall survive the Indemnified Partiestransfer of securities by any such party.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event Notwithstanding the provisions of this Section 5(d), Buyer shall not be required to contribute, in the contribution obligation aggregate, any amount in excess of a Holder the amount by which the net proceeds actually received by Buyer from the sale of the Registrable Securities be greater in amount than subject to the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and Proceeding exceeds the amount of any damages such Holder that Buyer has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) , except in the case of fraud by Buyer. The Company shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by it upon Company from the sale Buyer subject to the Proceeding exceeds the amount of any damages that Company has otherwise been required to pay by reason of such Company's untrue or alleged untrue statement or omission or alleged omission, except in the Registrable Securities giving rise to such contribution obligationcase of fraud by Company. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a7(a) or 5(b7(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d7(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 7(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under provided for in this Section 5(a) or 5(b) 8 is applicable in accordance with its terms but is legally unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for in respect of any Losses, then each applicable Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Party, on the one hand, and such Indemnified Party Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party Party, on the one hand, and Indemnified Party Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or relates to information info/illation supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, include any reasonable attorneys’ legal or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees investigation or expenses if the indemnification provided for in this Section was available to such party in accordance with its termsproceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d8(d) were determined by pro rata allocation or by any other method of allocation that does not take into account of the equitable considerations referred to in the immediately preceding paragraph. In no event shall Notwithstanding the contribution obligation provisions of this Section 8(d), an Indemnifying Party that is a Holder shall not be required to contribute any amount which is in excess of the amount by which the total proceeds received by such Holder from the sale of the Registrable Securities be greater in amount than the dollar amount of the proceeds sold by such Holder (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 underwriting discounts and commissions) exceeds the amount of any damages that such Holder Indemnifying Party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any Person who was not guilty of such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesfraudulent misrepresentation.

Contribution. If the indemnification under Section 5(a) or 5(b) provided for in Sections 6 and 7 hereof is unavailable to an Indemnified Party with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold an the Indemnified Party harmless for any Lossesas contemplated therein, then each the Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Company, on the one hand, and the Indemnified Party Party, on the other hand, in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party the Company, on the one hand, and of the Indemnified Party Party, on the other hand, shall be determined by reference to, among other thingsfactors, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such Indemnifying by the Company or by the Indemnified Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result ; provided, however, that in no event shall the obligation of any Losses shall be deemed Indemnifying Party to include, subject to contribute under this Section 11 exceed the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by amount that such party in connection with any Proceeding to the extent such party Indemnifying Party would have been indemnified for such fees or expenses obligated to pay by way of indemnification if the indemnification provided for in this Section was under Sections 6 or 7 hereof had been available to such party in accordance with its termsunder the circumstances. The parties hereto Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5(d) 11 were determined by pro rata allocation or by any other method of allocation that does not take into account of the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 11, no event Holder shall the contribution obligation of a Holder of Registrable Securities be greater required to contribute any amount in amount than the dollar amount excess of the amount by which the gross proceeds (net from the sale of all expenses paid by such Holder in connection with any claim relating to this Section 5 and Shares exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Indemnified Party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Indemnifying Party who was not guilty of such fraudulent misrepresentation. The obligations of a Holder to contribute pursuant to this Section 11, if any, are several in proportion to the proceeds actually received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have Holder bears to the Indemnified Partiestotal proceeds received by all holders and not joint.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements statements, or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) provided for in Article VII from the Indemnifying Party is unavailable to an or unenforceable by the Indemnified Party in respect to any costs, fines, penalties, losses, claims, damages, liabilities or insufficient expenses referred to hold an Indemnified Party harmless for any Lossesherein, then each the Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such costs, fines, penalties, losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Party, on the one hand, and Indemnified Party Parties, on the other hand, in connection with the actions, statements or omissions that actions which resulted in such Losses losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified PartyParties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses the costs, fines, penalties, losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in this AgreementArticle VII, any reasonable attorneys’ legal or other fees or expenses reasonably incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees investigation or expenses if the indemnification provided for in proceeding. Notwithstanding this Section was available to such party in accordance with its terms. The parties hereto agree that it would Article VIII, an indemnifying Stockholder shall not be just and equitable if contribution pursuant required to this Section 5(dcontribute any amount in excess of the amount by which (i) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in total price at which the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than sold by the dollar amount of the proceeds Stockholder exceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and ii) the amount of any damages which such Holder indemnifying holder has otherwise been required to pay by reason of such the untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities omission giving rise to such payments, unless such loss, claim, damage, liability or expense in respect of which contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesis required resulted from such holder’s intentionally fraudulent conduct.

Contribution. If the indemnification under provided for in this Section 5(a) or 5(b) 8.8 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses, claims, damages or insufficient liabilities referred to hold an herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party harmless for any Lossesthereunder, then each Indemnifying Party shall to the extent permitted by applicable law contribute to the amount paid or payable by such Indemnified PartyParty as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the actions, statements untrue statement or omissions omission that resulted in such Losses loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of such the Indemnifying Party and of the Indemnified Party shall be determined by a court of law by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such by the Indemnifying Party or by the Indemnified Party, Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission; provided, that in no event shall any contribution by a Purchaser hereunder exceed the proceeds from the offering received by such Purchaser. The amount paid or payable by a party as a result of any Losses loss, claim, damage or liability shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 8.8 was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding Action to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Action exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a6(a) or 5(b6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 6 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party because of a failure or insufficient refusal of a governmental authority to hold an Indemnified Party harmless for any Lossesenforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, include any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. Notwithstanding anything to the contrary contained herein, the Holder shall be liable or required to contribute under this Section 5(c) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall No Person guilty of fraudulent misrepresentation (within the contribution obligation meaning of a Holder of Registrable Securities be greater in amount than the dollar amount Section 11(f) of the proceeds (net of all expenses paid by such Holder in connection with Securities Act) shall be entitled to contribution from any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason Person who was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the a claim for indemnification under Section 5(a6(a) or 5(b6(b) is unavailable to an Indemnified Party or is insufficient to hold an such Indemnified Party harmless for any LossesLosses in respect of which this Section would apply by its terms (other than by reason of exceptions provided in this Section), then each Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, (i) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other from the distribution of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative benefits received by the Indemnified Party and the Indemnifying Party, as the case may be, shall be deemed to be in the same proportion as the total net proceeds received by the Company from the initial sale of the Registrable Securities by the Company to the Purchasers pursuant to the Purchase Agreement and the Warrants bear to the gain, if any, realized by the selling Holder upon the resale thereof. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this AgreementSection 6(c), any reasonable attorneys’ ' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its termsparty. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 6(d), no event Purchaser shall be required to contribute, in the contribution obligation aggregate, any amount in excess of a Holder the amount by which the proceeds actually received by such Purchaser from the sale of the Registrable Securities be greater in amount than subject to the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and Proceeding exceeds the amount of any damages that such Holder Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any Person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating required to contribute pursuant to this Section 5 and 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages such that the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder; provided, however, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. No party shall be liable for contribution obligationwith respect to any Proceeding settled without its prior written consent, which consent shall not be unreasonably withheld. The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If Each party hereto agrees that, if for any reason the indemnification under provisions contemplated by Section 5(a) 2.5.1 or 5(b) is 2.5.2 hereof are unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for indemnified party in respect of any Losseslosses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to therein, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Partyindemnified party as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions, statements or omissions that actions which resulted in such Losses the losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result ; provided that in no event shall the obligation of any Losses shall be deemed indemnifying party to include, subject to contribute under this Section 2.5.4 exceed the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by amount that such party in connection with any Proceeding to the extent such indemnifying party would have been indemnified for such fees or expenses obligated to pay by way of indemnification if the indemnification provided for in this Section was under Sections 2.5.1 or 2.5.2 hereof had been available to such party in accordance with its termsunder the circumstances. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) 2.5.4 were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to in this Section 2.5.4. The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.5.3 hereof, defending any such action or claim. In Notwithstanding the provisions of this Section 2.5.4, no event Holder shall the contribution obligation of a Holder of Registrable Securities be required to contribute an amount greater in amount than the dollar amount of by which the net proceeds (net of all expenses paid received by such Holder in connection with respect to the sale of any claim relating to this Section 5 and Registrable Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such any and all untrue or alleged untrue statement statements of material fact or omission omissions or alleged omission) received by it upon the omissions of material fact made in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto related to such sale of Registrable Securities. No person guilty of fraudulent misrepresentation (within the Registrable meaning of Section 11(f) of the Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained Holders' obligations in this Section are 2.5.4 to contribute shall be several in addition to any liability that the Indemnifying Parties may have proportion to the Indemnified Partiesamount of Registrable Securities registered by them and not joint. If indemnification is available under this Section 2.5, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 2.5.1 and 2.5.2 hereof without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 2.5.4 subject, in the case of the Holders, to the limited dollar amounts set forth in Section 2.5.2 hereof.

Contribution. If the a claim for indemnification under Section 5(a) or 5(b) hereof is unavailable to an Indemnified Party because of the failure or insufficient refusal of a court of competent jurisdiction to hold an Indemnified Party harmless for any Lossesenforce such indemnification in accordance with its terms (by reason of public policy), then each Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party, Party as a result of any Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and such Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged allegedly untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this AgreementSection 5(c) hereof, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with (i) any Proceeding to the extent that such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its termsterms and (ii) enforcing any rights under this Section 5. In no event shall any selling Holder be required to contribute an amount under this Section 5(d) in excess of the net proceeds received by such Holder upon sale of such Holder’s Registrable Securities pursuant to the Registration Statement giving rise to such contribution obligation. Registration Rights Agreement The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall No Person guilty of fraudulent misrepresentation (within the contribution obligation meaning of a Holder of Registrable Securities be greater in amount than the dollar amount Section 11(f) of the proceeds (net of all expenses paid by such Holder in connection with Securities Act) shall be entitled to contribution from any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason Person who was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a7(a) or 5(b7(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d7(e) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 7 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any LossesParty, then each Indemnifying Party shall in lieu of indemnifying such Indemnified party, contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If Each party agrees that, if for any reason the indemnification under provisions contemplated by this Section 5(a) or 5(b) is 6 are unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for indemnified party in respect of any Losseslosses, liabilities, claims, damages or expenses (or actions in respect thereof) referred to therein, then each Indemnifying Party indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such Indemnified Partyindemnified party as a result of such losses, liabilities, claims, damages or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party, on the one hand, and Indemnified Party the indemnified party, on the other hand, in connection with the actions, statements or omissions actions that resulted in such Losses the losses, liabilities, claims, damages, or expenses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyindemnified party, and the parties’ relative intent, knowledge, access to information information, and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account of the equitable considerations referred to in the immediately preceding paragraphthis Section 6.4. In no event shall the contribution obligation of The amount paid or payable by an indemnified party as a Holder of Registrable Securities be greater in amount than the dollar amount result of the proceeds losses, liabilities, claims, damages or expenses (net of all or actions or proceedings in respect thereof) shall be deemed to include any legal or other fees or expenses paid reasonably incurred by such Holder indemnified party in connection with investigating or, except as provided in Section 6.3, defending any claim relating such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this Section 5 and 6, the amount of any damages such Holder has otherwise been required indemnifying parties shall indemnify each indemnified party to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained full extent provided in this Section are in addition to any liability that the Indemnifying Parties may have 6 without regard to the Indemnified Partiesrelative fault of such indemnifying party or indemnified party or any other equitable consideration provided for in this Section 6.4.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any Person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a6(a) or 5(b6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ ' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto Parties agree that it would not be just and equitable if contribution pursuant to this Section 5(d6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event Notwithstanding the provisions of this Section 6(d), Investor shall the contribution obligation of a Holder of Registrable Securities not be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating required to contribute pursuant to this Section 5 and 6(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by Investor from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages such Holder that Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all reasonable expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under provided for in this Section 5(a) or 5(b) 8 is unavailable to an Indemnified Party or is insufficient to hold an such Indemnified Party harmless for any LossesLosses in respect of which this Section 8 would otherwise apply by its terms (other than by reason of exceptions provided in this Section 8), then each applicable Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall have a joint and several obligation to contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party, on the one hand, and such indemnified party, on the other hand, from the sale of Registrable Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Party indemnifying party, on the one hand, and Indemnified Party such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party Party, on the one hand, and Indemnified Party Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The amount paid or payable by a party an Indemnified Party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, include any reasonable attorneys’ legal or other fees or expenses incurred by such party in connection with any Proceeding proceeding, to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 8(a) or 8(b) was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesparty.

Contribution. If the indemnification under Section 5(a) provided for in this SECTION 8 is insufficient or 5(b) is unavailable to an any Indemnified Party under this SECTION 8 in respect of any losses, claims, damages, liabilities or insufficient expenses referred to hold an therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party harmless for any Losseshereunder, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Partydamages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Trust on the one hand and the Distributor on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under SECTION 8.3(A) , above (and the Indemnifying Party was prejudiced by such failure), then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Indemnifying Party Trust on the one hand and Indemnified Party the Distributor on the other in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Trust on the one hand and the Distributor on the other shall be deemed to be in the same proportion as the amount of gross proceeds received by the Trust from the offering of the Shares under this Agreement (expressed in dollars) bears to the gross proceeds received by the Distributor under this Agreement. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such Indemnifying Party by the Trust on the one hand or Indemnified Party, the Distributor on the other and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to Trust and the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto Distributor agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d) SECTION 8.4 were determined by pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in the immediately preceding paragraphherein. In no event shall the contribution obligation of The amount paid or payable by an Indemnified Party as a Holder of Registrable Securities be greater in amount than the dollar amount result of the proceeds losses, claims, damages or liabilities (net of all or actions in respect thereof) referred to above shall be deemed to include any legal or other expenses paid reasonably incurred by such Holder Indemnified Party in connection with investigating or defending any claim relating such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to this Section 5 and the amount of xxxxxxxution from any damages such Holder has otherwise been required to pay by reason person who was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesfraudulent misrepresentation.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5(d) was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission; provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section 5(d) are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. EXHIBIT A TO ARTL SUBSCRIPTION AGREEMENT The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject or giving rise to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a6(a) or 5(b6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under provided for in this Section 5(a) or 5(b) 10.9 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses, claims, damages, expenses or insufficient liabilities referred to hold an herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party harmless for any Lossesthereunder, then each Indemnifying Party shall to the extent permitted by applicable law contribute to the amount paid or payable by such Indemnified PartyParty as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Party, on the one hand, and of the Indemnified Party Party, on the other, in connection with the actions, statements untrue statement or omissions omission or alleged untrue statement or omission that resulted in such Losses loss, claim, damage, expense or liability, as well as any other relevant equitable considerations. The relative fault of such the Indemnifying Party and of the Indemnified Party shall be determined by a court of law by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such by the Indemnifying Party or by the Indemnified Party, Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission; provided, that in no event shall any contribution by a Purchaser hereunder exceed the amount of net proceeds to such Purchaser of the securities sold in any such registration, less the amount of any damages that such Purchaser has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission. The amount paid or payable by a party as a result of any Losses loss, claim, damage, expense or liability shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 10.9 was available to such party in accordance with its terms. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The parties hereto agree that it would not be just and equitable if contribution Purchasers’ obligations to contribute pursuant to this Section 5(d10.9(d) were determined by pro rata allocation or by any other method of allocation that does are several and not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesjoint.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall (i) a Holder of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) be entitled to contribution from any other Holder of Registrable Securities who was not guilty of fraudulent misrepresentation, and (ii) the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ ' or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) provided for herein is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for any Lossesindemnified party hereunder, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Party, indemnified party as a result of the Losses (or actions or proceedings in respect thereof) referred to herein in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party on the one hand and Indemnified Party the indemnified party on the other in connection with the statements, omissions, actions, statements or omissions that inactions which resulted in such Losses as well as any other relevant equitable considerationsLosses. The relative fault of such Indemnifying Party the indemnifying party and Indemnified Party the indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied byby the indemnifying party or the indemnified party, any action or inaction by any such Indemnifying Party or Indemnified Partyparty, and the parties’ relative intent, knowledge, access to information information, and opportunity to correct or prevent such statement, omission, action, statement or omissioninaction. The amount paid or payable No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Promptly after receipt by a an indemnified party as a result hereunder of written notice of the commencement of any Losses shall action, suit, proceeding, investigation, or threat thereof with respect to which a claim for contribution may be deemed made against an indemnifying party hereunder, such indemnified party shall, if a claim for contribution in respect thereto is to includebe made against an indemnifying party, subject give written notice to the limitations set forth in this Agreementindemnifying party of the commencement thereof (if the notice specified herein has not been given with respect to such action); provided, however, that the failure to so notify the indemnifying party shall not relieve it from any reasonable attorneys’ or other fees or expenses incurred by such obligation to provide contribution which it may have to any indemnified party in connection with any Proceeding hereunder, except to the extent such that the indemnifying party would have been indemnified for such fees or expenses if is actually prejudiced by the indemnification provided for in this Section was available failure to such party in accordance with its termsgive notice. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) hereto were determined by pro rata allocation or by any other method of allocation that which does not take into account the of equitable considerations referred to in herein. If indemnification is available hereunder, the immediately preceding paragraph. In no event indemnifying parties shall indemnify each indemnified party to the contribution obligation fullest extent provided herein, without regard to the relative fault of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with said indemnifying party or indemnified party or any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligationother equitable consideration provided for herein. The indemnity and contribution agreements contained in this Section are provisions hereof shall be in addition to any liability that the Indemnifying Parties other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract, shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party, and shall survive the Indemnified Partiestransfer of securities by any such party.

Contribution. If for any reason the indemnification under provisions contemplated by Section 5(a6(a) or 5(bSection 6(b) is are unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for indemnified party in respect of any Losseslosses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Partyindemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyby such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. In Notwithstanding the provisions of this Section 6(d), no event Electing Holder shall be required to contribute any amount in excess of the contribution obligation of a Holder of Registrable Securities be greater in amount than by which the dollar amount of the proceeds (net of all expenses paid received by such Holder in connection with holder from the sale of any claim relating to this Section 5 and Registrable Securities exceeds the amount of any damages which such Holder holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.Act) shall be entitled

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under indemnity and reimbursement obligation provided for in this Section 5(a) or 5(b) 5 is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for in respect of any LossesLosses (or actions or proceedings in respect thereof) referred to therein, then each the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such Indemnified Party, Losses (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other hand in connection with the actions, statements or omissions that which resulted in such Losses Losses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such by the Indemnifying Party or the Indemnified Party, Party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, untrue statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d5.05(d) were to be determined by pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in the immediately preceding paragraphfirst sentence of this Section 5.05(d). In no event shall the contribution obligation of The amount paid by an Indemnified Party as a Holder of Registrable Securities be greater in amount than the dollar amount result of the proceeds (net Losses referred to in the first sentence of all this Section 5.05(d) shall be deemed to include any legal and other expenses paid reasonably incurred by such Holder Indemnified Party in connection with investigating or defending any claim relating to Loss which is the subject of this Section 5 and 5.04(d). No Indemnified Party guilty of fraudulent misrepresentation (within the amount meaning of any damages such Holder has otherwise been required Section 11(f) of the Securities Act) shall be entitled to pay by reason contribution from the Indemnifying Party if the Indemnifying Party was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesfraudulent misrepresentation.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under provided for in Sections 8.1 and 8.2 of this Section 5(a) or 5(b) 8 is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for any Lossesthereunder, then each Indemnifying Party thereunder shall contribute to the amount account paid or payable by such Indemnified PartyParty as a result of the losses, claims, damages, costs, expenses, liabilities or actions referred to in Sections 8.1 and 8.2 in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by a court of law by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such by the Indemnifying Party or the Indemnified Party, Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement untrue statements or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its termsomissions. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d) 8.4 were to be determined by pro rata or per capita allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in the immediately preceding paragraphfirst sentence of this Section 8.4. In no event shall the contribution obligation of The amount paid by an Indemnified Party as a Holder of Registrable Securities be greater in amount than the dollar amount result of the proceeds (net losses, claims, damages or liabilities referred to in the first sentence of all this Section 8.4 shall be deemed to include any legal or other expenses paid reasonably incurred by such Holder Indemnified Party in connection with investigating or defending any action or claim relating to which is the subject of this Section 5 8.4. Promptly after receipt by an Indemnified Party of notice of the commencement of any action against such party in respect of which a claim for contribution may be made against an Indemnifying Party under Section 8.4, such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof if the notice specified in Section 8.3 has not been given with respect to such action; provided that the omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise under Section 8.4, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. The parties hereto agree with each other and shall agree with the underwriters of the Common Shares of the Company pursuant to the terms hereof, if requested by such underwriters, that (i) the underwriters’ portion of such contribution shall not exceed the underwriting discount, commission and other compensation, and (ii) the amount of any damages such Holder has otherwise been required contribution shall not exceed an amount equal to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) the proceeds received by it upon such Indemnifying Party from the sale of securities in the Registrable offering to which the losses, claims, damages or liabilities of the indemnified parties relate. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesfraudulent misrepresentation.

Contribution. If the indemnification under provided for in Section 5(a) or 5(b) 7 from the Indemnifying Party is unavailable to an or unenforceable by the Indemnified Party in respect to any costs, fines, penalties, losses, claims, damages, liabilities or insufficient expenses referred to hold an Indemnified Party harmless for any Lossesherein, then each the Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such costs, fines, penalties, losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party Party, on the one hand, and Indemnified Party Parties, on the other hand, in connection with the actions, statements or omissions that actions which resulted in such Losses losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified PartyParties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses the costs, fines, penalties, losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in this AgreementSection 7, any reasonable attorneys’ legal or other fees or expenses reasonably incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees investigation or expenses if the indemnification provided for in proceeding. Notwithstanding this Section was available to such party in accordance with its terms. The parties hereto agree that it would 8, an indemnifying Stockholder shall not be just and equitable if contribution pursuant required to this Section 5(dcontribute any amount in excess of the amount by which (i) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in total price at which the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than sold by the dollar amount of the proceeds Stockholder exceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and ii) the amount of any damages which such Holder indemnifying holder has otherwise been required to pay by reason of such the untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities omission giving rise to such payments, unless such loss, claim, damage, liability or expense in respect of which contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesis required resulted from such holder’s fraudulent conduct.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party Parties in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) indemnity and reimbursement obligation provided for in any paragraph of this SECTION 4 is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for in respect of any LossesLosses (or actions or proceedings in respect thereof) referred to therein, then each the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such Indemnified Party, Losses (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other hand in connection with the actions, statements or omissions that which resulted in such Losses Losses, as well as any other relevant equitable considerations, including the relative benefits received in connection with the transaction. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such by the Indemnifying Party or the Indemnified Party, Party and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action, untrue statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d) paragraph were to be determined by pro rata PRO RATA allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in the immediately preceding first sentence of this paragraph. In no event shall the contribution obligation of The amount paid by an Indemnified Party as a Holder of Registrable Securities be greater in amount than the dollar amount result of the proceeds (net Losses referred to in the first sentence of all this paragraph shall be deemed to include any legal and other expenses paid reasonably incurred by such Holder Indemnified Party in connection with investigating or defending any claim relating Loss which is the subject of this paragraph. Notwithstanding anything to the contrary contained herein, no Shareholder shall be liable under this Section 5 and paragraph for any amount in excess of the amount of any damages net proceeds to such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale Shareholder of the Registrable Securities giving rise sold by it. No Indemnified Party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that from the Indemnifying Parties may have to Party if the Indemnified PartiesIndemnifying Party was not guilty of such fraudulent misrepresentation.

Contribution. If the a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or insufficient to hold an Indemnified Party harmless for any Lossesotherwise), then each Indemnifying Party Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified PartyParty as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, include any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d5(c) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(c), no event Holder shall be required to contribute, in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event Notwithstanding the provisions of this Section 5(d), the Holder shall the contribution obligation of a Holder of Registrable Securities not be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating required to contribute pursuant to this Section 5 and 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages such that Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received , except in the case of fraud, negligence, willful misconduct or malfeasance by it upon the sale of the Registrable Securities giving rise to such contribution obligationHolder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If for any reason the indemnification under provisions contemplated by Section 5(a6(a) or 5(bSection 6(b) is are unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for indemnified party in respect of any Losseslosses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Partyindemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyby such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d6(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. In Notwithstanding the provisions of this Section 6(d), no event holder shall be required to contribute any amount in excess of the contribution obligation of a Holder of Registrable Securities be greater in amount than by which the dollar amount of the proceeds (net of all expenses paid received by such Holder in connection with holder from the sale of any claim relating to this Section 5 Securities, Registrable Securities or Exchange Securities, as applicable (after deducting any fees, discounts and commissions applicable thereto), exceeds the amount of any damages which such Holder holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained holders’ obligations in this Section are 6(d) to contribute shall be several in addition to any liability that the Indemnifying Parties may have proportion to the Indemnified Partiesprincipal amount of Registrable Securities registered by them and not joint.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute, in the contribution obligation aggregate, any amount in excess of a the amount by which the net proceeds actually received by the Holder from the sale of the Registrable Securities be greater in amount than subject to the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and Proceeding exceeds the amount of any damages such that the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under Section 5(a) or 5(a)or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Contribution. If the indemnification under indemnity and reimbursement obligation provided for in this Section 5(a) or 5(b) 5 is unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for in respect of any LossesLosses (or actions or proceedings in respect thereof) referred to therein, then each the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such Indemnified Party, Losses (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other hand in connection with the actions, statements or omissions that which resulted in such Losses Losses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or the omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, such by the Indemnifying Party or the Indemnified Party, Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, untrue statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d5.05(d) were to be determined by pro rata allocation or by any other method of allocation that which does not take into account of the equitable considerations referred to in the immediately preceding paragraphfirst sentence of this Section 5.05(d). In no event shall the contribution obligation of The amount paid by an Indemnified Party as a Holder of Registrable Securities be greater in amount than the dollar amount result of the proceeds (net Losses referred to in the first sentence of all this Section 5.05(d) shall be deemed to include any legal and other expenses paid reasonably incurred by such Holder Indemnified Party in connection with investigating or defending any claim relating to Loss which is the subject of this Section 5 and 5.04(d). No Indemnified Party guilty of fraudulent misrepresentation (within the amount meaning of any damages such Holder has otherwise been required Section 11(f) of the Securities Act) shall be entitled to pay by reason contribution from the Indemnifying Party if the Indemnifying Party was not guilty of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Partiesfraudulent misrepresentation.

Contribution. If for any reason the indemnification under provisions contemplated by Section 5(a) or Section 5(b) is are unavailable to an Indemnified Party or insufficient to hold harmless an Indemnified Party harmless for indemnified party in respect of any Losseslosses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each Indemnifying Party indemnifying party shall contribute to the amount paid or payable by such Indemnified Partyindemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party indemnifying party and Indemnified Party the indemnified party in connection with the actions, statements or omissions that which resulted in such Losses losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party indemnifying party and Indemnified Party indemnified party shall be determined by reference to, among other things, whether any action in question, including any the untrue or alleged untrue statement of a material fact or omission or alleged omission of to state a material fact, has been taken or made by, or fact relates to information supplied by, by such Indemnifying Party indemnifying party or Indemnified Partyby such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution contributions pursuant to this Section 5(d) were determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that which does not take into account of the equitable considerations referred to in this Section 5(d). The amount paid or payable by an indemnified party as a result of the immediately preceding paragraphlosses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. In Notwithstanding the provisions of this Section 5(d), no event holder shall be required to contribute any amount in excess of the contribution obligation of a Holder of Registrable Securities be greater in amount than by which the dollar amount of the net proceeds (net of all expenses paid received by such Holder in connection with holder from the sale of any claim relating to this Section 5 Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such Holder holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act) shall be entitled to contribution from any person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained holders’ obligations in this Section are 5(d) to contribute shall be several in addition to any liability that the Indemnifying Parties may have proportion to the Indemnified Partiesprincipal amount of Registrable Securities registered by them and not joint.

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In Notwithstanding the provisions of this Section 5(d), no event Holder shall be required to contribute pursuant to this Section 5(d), in the contribution obligation of a Holder of Registrable Securities be greater aggregate, any amount in amount than the dollar amount excess of the amount by which the net proceeds (net of all expenses paid actually received by such Holder in connection with any claim relating from the sale of the Registrable Securities subject to this Section 5 and the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionomission except in the case of fraud or willful misconduct by such Holder; provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) received by it upon the sale of the Registrable Securities giving rise Act, as amended) will be entitled to contribution from any Person who was not guilty of such contribution obligationfraudulent misrepresentation. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. The rights, liabilities and obligations of all parties set forth in this Section 5 shall also apply with respect to the February Registration Statement as if such registration statement were included in the definition of “Registration Statement” set forth herein.