In consideration of the Investor’s execution and delivery of this Agreement and acquisition of the Common Shares hereunder and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor and its Affiliates and their respective stockholders, partners, members, officers, directors, employees and agents (collectively, the “ Indemnitees ”) from and against any and all Losses, including all costs of enforcing the indemnification obligations in this paragraph (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of or arising out of (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or (c) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from the status of the Investor as an investor in the Company pursuant to the transactions contemplated by this Agreement or as a party to this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 5(d) shall be the same as those set forth in Section 7.4(c) hereof. Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Investor on demand for all costs of enforcing the indemnification obligations in this paragraph, subject to the obligation of the Investor to reimburse the Company for any such enforcement costs if it is determined by a court of competent jurisdiction that the Investor is not entitled to indemnification under this Section 5(d).