The Subscriber shall indemnify and hold harmless the Company and its agents and affiliates (collectively, the " Indemnified Persons ") from and against any losses, claims, damages, liabilities, costs or expenses to which any of them may become subject arising out of or based upon any false representation or warranty, or any breach of or failure to comply with any covenant or agreement, made by the Subscriber in this Subscription Agreement or in any other document furnished to the Company in connection with the Subscriber's investment in the Company.  The Subscriber will reimburse each Indemnified Person for his, her or its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any action, proceeding or investigation arising out of or based upon the foregoing.  The indemnity and reimbursement obligations of the Subscriber under this Part J shall be in addition to any liability which the Subscriber may otherwise have.