Contribution. If the indemnification provided for in this Section 3.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses 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 hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 3.2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses 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 hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall anythe liability of each Selling Holder (other than the BlackRock Purchaser in respect of its joint obligations with respect to other Selling Holders) shall not be required to contribute an aggregategreater than the maximum amount in excess of the dollar amount of proceeds (net of Selling Expenses) received byfor which such Selling Holder fromcould have been liable under the saleprovisos contained in Section 2.08(b) and the liability of Registrable Securities giving risethe BlackRock Purchaser with respect to a joint obligation with respect to any other Selling Holder shall not be greater than the maximum amount for which such indemnification.Selling Holder could have been liable under the provisos contained in Section 2.08(b). The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand,other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 3.08[Sections 1.6(a) and (b)])] is held by a court or government agency of competent jurisdiction to be unavailable to anyan indemnified party with respect to any loss, claim, damage or is insufficientexpense referred to hold them harmless in respect of any Losses,herein, then each suchthe indemnifying party, in lieu of indemnifying such indemnified party,party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Lossesloss, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party,party on the one hand,hand and of the indemnified party,party on the other hand, in connection with the statements or omissions or alleged statements or omissions that resulted in such Losses,loss, liability, claim or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification.considerations. The relative fault of the indemnifying party, on the one hand,party and of the indemnified party, on the other hand,party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omissionrelates to state a material fact has been made by, or relates to, information supplied by such party,the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would notIn no event shall any Investor be just and equitable if contributions pursuantrequired to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take accountcontribute an amount in excess of the equitable considerations referred to herein. The amount paidnet proceeds received by an indemnified party as a resultsuch Investor upon the sale of the Losses referredRegistrable Securities giving rise to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation.indemnification obligation.

If the indemnification provided for in this [Section 3.08]2.6] is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficientan Indemnified Party with respect to hold them harmless in respect of any Losses, then each such indemnifying party,the Indemnifying Party, in lieu of indemnifying such indemnified party,Indemnified Party hereunder, shall contribute to the amount paid or payable by such indemnified partyIndemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party,Indemnifying Party on the one hand,hand and of the indemnified party,Indemnified Party on the other hand, in connection with the statements or omissions that(or alleged statements or omissions) which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shallconsiderations, including any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses)relative benefits obtained. The relative benefit received by such Selling Holder fromthe Company shall be deemed to be equal to the total value received or proposed to be received (after deducting expenses) by the Company pursuant to the sale of Registrable Securities giving risesecurities in any offering, if any. The relative benefit received by the Holders shall be deemed to such indemnification.be equal to the total value received or proposed to be received (after deducting expenses) by the Holders of securities in an offering, if any. The relative fault of the indemnifying party, onIndemnifying Party and of the one hand, and the indemnified party, on the other hand,Indemnified Party shall be determined by reference to, among other things, whether the untrue or(or alleged untrueuntrue) statement of a material fact or the omission or(or alleged omissionomission) to state a material fact has been made by, or relates to,to information supplied by such party,the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agreeomission; provided, however, that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other methodthe obligations of allocation that does not take accounteach of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraphParticipating Holders hereunder shall be deemedseveral and not joint and shall be limited to includean amount equal to the net proceeds (after giving effect to any legalunderwriters discounts and other expenses reasonably incurred bycommissions) such indemnified partyParticipating Holder receives in connection with investigating, defending or resolving any Losssuch Registration and, provided, further, that is the subject of this paragraph. Nono 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 iswas not guilty of such fraudulent misrepresentation. For purposes of this [Section 2.6(d)], each Person, if any, who controls an underwriter or agent within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such underwriter or agent and each director of the Company, each officer of the Company who signed a Registration Statement, and each Person, if any, who controls the Company or a selling Holder within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company or such selling Holder, as the case may be.

Contribution. If the indemnification provided for in this Section 3.08[Section 5] is held by a court or government agency of competent jurisdiction to be unavailable to an Indemnified Party with respect to any indemnified partylosses, claims, damages or is insufficientliabilities referred to hold them harmless in respect of any Losses, then each such indemnifying party,herein, the Indemnifying Party, in lieu of indemnifying such indemnified party,Indemnified Party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified partyIndemnified Party as a result of such Lossesloss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party,Indemnifying Party on the one hand,hand and of the indemnified party,Indemnified Party on the other hand, in connection with the statements or omissionsviolation(s) that resulted in such Losses,loss, claim, damage or liability, as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification.considerations. The relative fault of the indemnifying party, onIndemnifying Party and of the one hand, and the indemnified party, on the other hand,Indemnified Party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to,to information supplied by such party,the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agreeomission; provided, that it would not be just and equitable if contributions pursuant to this paragraph were to be determinedin no event shall any contribution by pro rata allocation orthe Stockholders hereunder exceed the net proceeds from the offering received by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation.Stockholders.

Contribution. If the indemnification provided for in this Section 3.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses 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 hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributionscontribution pursuant to this paragraph[Section 6.4] were to be determined by pro rata allocation or by any other method of allocation that does not take into account of the equitable considerations referred to herein. Thein the immediately preceding paragraph. Notwithstanding anything contained in this [Section 6.4] to the contrary, an Indemnifying Party that is a selling Holder will not be required to contribute any amount paid by an indemnified party as a resultin excess of the Losses referred toamount by which the total net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the sale of the Registrable Securities exceeds the amount of any damages which such selling Holder has, in the first sentenceaggregate, otherwise been required to pay by reason of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defendinguntrue or resolving any Loss that is the subject of this paragraph.alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shallwill be entitled to contribution from any Person who iswas not guilty of such fraudulent misrepresentation.

whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation.

Contribution. If the indemnification provided for in this Section 3.08[Section 2.5(a)] is held by a court or government agency of competent jurisdiction to be unavailable to an Indemnitee with respect to any indemnified partylosses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold themthe Indemnitee harmless in respect of any Losses,as contemplated therein, then each such indemnifying party,the Company, in lieu of indemnifying such indemnified party,Indemnitee, shall contribute to the amount paid or payable by such indemnified partyIndemnitee as a result of such Losseslosses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party,Indemnitee, on the one hand, and of the indemnified party,Company, on the other hand, in connection with the statements or omissions thatwhich resulted in such Losses,losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification.considerations. The relative fault of the indemnifying party,Company, on the one hand, and of the indemnified party,Indemnitee, on the other hand, shall be determined by reference to, among other things,factors, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to,to information supplied by such party,the Company or by the Indemnitee and the parties’parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties heretoomission; the Company and each Investor agree that it would not be just and equitable if contributionscontribution pursuant to this paragraph[Section 2.5(b)] were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph.[Section 2.5(b)]. No PersonIndemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who isthe Company if the Company was not guilty of such fraudulent misrepresentation.