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This excerpt taken from the AYR 8-K filed Oct 4, 2007. Limitation on Liability. The Company, the Selling Shareholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Selling Shareholders or the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 9, in no event shall (i) an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or (ii) any Selling Shareholder be required to contribute any amount in excess of the amount that, when added to any liability of such Selling Shareholder under subsection (c) above, exceeds the aggregate price at which the Shares sold by such Selling Shareholder were offered to the public under the Agreement (after deducting the underwriter discounts and commissions but before deducting expenses). 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 Underwriters’ and the Selling Shareholders’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective purchase (or, in the case of the Selling Shareholders, sale) obligations hereunder and not joint.
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