THAT IT WOULD NOT BE JUST AND EQUITABLE IF CONTRIBUTION PURSUANT
TO THIS SECTION 7.4 WERE DETERMINED SOLELY BY PRO RATA ALLOCATION (EVEN IF THE
PURCHASERS WERE TREATED AS ONE ENTITY FOR SUCH PURPOSE) OR BY ANY OTHER METHOD
OF ALLOCATION WHICH DOES NOT TAKE ACCOUNT OF THE EQUITABLE CONSIDERATIONS
REFERRED TO IN THIS PARAGRAPH.
NOTWITHSTANDING THE PROVISIONS OF THIS
SECTION 7.4, NO PURCHASER SHALL BE REQUIRED TO CONTRIBUTE ANY AMOUNT IN EXCESS
OF THE AMOUNT BY WHICH THE TOTAL PROCEEDS RECEIVED BY IT FROM THE SALE OF THE
SHARES EXCEEDS THE AMOUNT OF ANY DAMAGES THAT SUCH 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) OF THE SECURITIES ACT) SHALL BE ENTITLED TO
CONTRIBUTION FROM ANY PERSON WHO WAS NOT GUILTY OF SUCH FRAUDULENT
MISREPRESENTATION.
EACH PURCHASER'S OBLIGATIONS TO CONTRIBUTE PURSUANT TO THIS
SECTION 7.4 ARE SEVERAL AND NOT JOINT.
7.4.5
LIMITS ON LIABILITY.
IN NO EVENT SHALL THE AGGREGATE LIABILITY
HEREUNDER OF THE PURCHASER EXCEED:
(X) THE PURCHASE PRICE PAID BY THE PURCHASER
FOR THE SHARES IT BOUGHT HEREUNDER WITH RESPECT TO THE MATTERS DESCRIBED IN
CLAUSES (I) AND (II) OF SECTION 7.4.2; AND (Y) THE NET PROCEEDS TO SUCH
PURCHASER AS A RESULT OF THE SALE OF SHARES PURSUANT TO A REGISTRATION
STATEMENT, PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO WITH RESPECT TO THE
MATTERS DESCRIBED IN CLAUSE (III) OF SECTION 7.4.2.
7.5
RULE 144 INFORMATION.
UNTIL THE EARLIER OF (I) THE DATE ON WHICH
ALL THE SHARES MAY BE RESOLD BY THE PURCHASERS WITHOUT REGISTRATION AND WITHOUT
REGARD TO ANY VOLUME LIMITATIONS BY REASON OF RULE 144(K) UNDER THE SECURITIES
ACT OR ANY OTHER RULE OF SIMILAR EFFECT (TAKING INTO ACCOUNT THE STATUS OF ANY
PURCHASER THAT MAY BE DEEMED TO BE AN "AFFILIATE" OF THE COMPANY FOR PURPOSES OF
RULE 144) OR (II) ALL OF THE SHARES HAVE BEEN
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SOLD PURSUANT TO THE REGISTRATION STATEMENT OR RULE 144 UNDER THE SECURITIES ACT
OR ANY OTHER RULE OF SIMILAR EFFECT, THE COMPANY SHALL FILE ALL REPORTS REQUIRED
TO BE FILED BY IT UNDER THE SECURITIES ACT.
THE RULES AND REGULATIONS
PROMULGATED THEREUNDER AND THE EXCHANGE ACT SO LONG AS IT IS SUBJECT TO SUCH
REQUIREMENTS AND SHALL TAKE SUCH FURTHER REASONABLE ACTION TO THE EXTENT
REQUIRED TO ENABLE THE PURCHASER TO SELL THE SHARES PURSUANT TO RULE 144 UNDER
THE SECURITIES ACT (AS SUCH RULE MAY BE AMENDED FROM TIME TO TIME).
8.
NOTICES
All notices, requests, consents and other communications under this Agreement
shall be in writing, shall be mailed by first-class registered or certified
airmail, confirmed facsimile or nationally recognized overnight express courier
postage prepaid, and shall be delivered as addressed as follows:
(A)
IF TO THE COMPANY, TO:
EBIX, INC.
FIVE CONCOURSE PARKWAY, SUITE 3200
ATLANTA, GA 30328
ATTENTION:
ROBIN RAINA
TELEPHONE:
678-281-2031
FACSIMILE:
678-281-2019
or to such other person at such other place as the