Indemnification. Each Party will indemnify and hold harmless the other Party, its principals, employees, officers, and agents (collectively, the “Indemnified Party”) from and against any and all liabilities, losses, claims, demands, actions, judgments, costs, and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from any negligence, gross negligence, or willful misconduct by the indemnifying Party, its employees, officers, directors, and agents. Each Party’s indemnification obligations are conditioned upon the Indemnified Party: # giving prompt written notice of any claim, action, suit or proceeding for which the Indemnified Party is seeking indemnity; # granting control of the defense and settlement of the action to the indemnifying Party, provided that no settlement admitting liability or that requires the payment of funds or the granting of legal or equitable relief will be entered into absent mutual agreement of the Parties, which will not be unreasonably withheld; and # reasonably cooperating with the One Earth Sequestration LLC IL contract 08012024.docx Confidential - Not for Public Consumption or Distribution indemnifying Party with respect to the defense of the action. Notwithstanding the foregoing, the Indemnified Party may, at its option and expense, participate in the defense or settlement of any claim, action, suit, or proceeding.

Indemnification. Each party shall indemnify and hold harmless the other party, its affiliates and their respective officers, directors, managers, members, shareholders, employees and other agents and representatives, from and against any claims, liabilities, damages, judgments or other losses (including reasonable attorneys’ fees) imposed upon or incurred by them arising out of or as a result of any grossly negligent act or omission or willful misconduct by such party, except to the extent that such claims, liabilities, damages, judgments or other losses arise from the bad faith, willful misconduct or gross negligence of the party seeking indemnification hereunder. A Party seeking indemnification (the “Indemnified Party”) from the other Party shall give prompt notice to the other Party (the “Indemnifying Party”) of the claim and shall inform the Indemnifying Party of all facts and circumstances related to the claim. The Indemnified Party shall permit the Indemnifying Party to fully control the defense of such claim using counsel of the Indemnifying Party’s choice at the Indemnifying Party’s expense, and shall cooperate fully with the Indemnifying Party and the Indemnifying Party’s selected counsel in connection with the defense and resolution of such claim.

Each of the Parties agrees to indemnify and hold harmless the other from and against all claims, demands, obligations, and liabilities of any nature whatsoever (collectively a “Claim”), and all related costs and expenses (including reasonable attorneys’ fees), resulting solely and directly from the indemnifying party’s breach of this agreement or the indemnifying party’s negligence or willful misconduct in exercising its rights or performing its duties under this agreement. Each party agrees to give the other prompt written notice of any Claim as to which the party believes it may be entitled to indemnification. The indemnifying party has the right to defend against any Claim with counsel of its own choosing and to settle or compromise the Claim as it deems appropriate. But the other party must cooperate with the indemnifying party in the defense of the Claim.