Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise NCIT assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise NCIT and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseNCIT, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseNCIT, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise NCIT (each, a “Rise NCIT Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise NCIT Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise NCIT Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise NCIT Indemnified Party under this Agreement. (b) Rise NCIT shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise NCIT Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise NCIT constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise NCIT under this Agreement or (ii) any claims by RiseNCIT’s employees relating to the terms and conditions of their employment by RiseNCIT. Rise NCIT hereby agrees that from the date hereof until the termination of this Agreement, Rise NCIT shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by RiseNCIT, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise NCIT to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise NCIT shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes The Company Entities shall have no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliatesliability with respect to, and any of their membersshall not be obligated to indemnify or hold harmless the HCP Entities, stockholders, managers, partners, personnelor its affiliates, officers, directors, managers, employees, consultants agents or other representatives from or against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance of the Company Services other than any such cost, loss, expense, damage or liability resulting from the willful misconduct or fraud of the Company Entities or any of its directors, managers, officers, employees, partners, members or agents. The HCP Entities shall have no liability with respect to, and any person providing advisory or sub-advisory services to Rise, will shall not be liable obligated to indemnify or hold harmless the Company Entities, or its affiliates, officers, directors, managers, employees, agents or other representatives from or against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance of the HCP Services other than any such cost, loss, expense, damage or liability resulting from the willful misconduct or fraud of the HCP Entities or any of its directors, managers, officers, employees, partners, members or agents. A Party entitled to indemnification hereunder shall give written notice to the Manager indemnifying party, in reasonable detail, promptly upon learning of any claim, suit or proceeding for which indemnification may be sought, provided that failure to do so shall have no effect except to the extent the indemnifying party is prejudiced thereby. The indemnified party may choose to participate in the defense of any claim or suit, at its own expense and with its own choice of counsel, but the indemnifying party shall have the right to control the defense and settlement, provided that the indemnifying party shall not, without the indemnified party’s prior written consent, settle any claim that increases the indemnified party’s costs or adversely affects the indemnified party’s rights. (b) Notwithstanding the terms of any indemnification agreement between the HCP Entities or the Manager’s Company Entities and those persons who will be providing Services under this Agreement (each an “Indemnification Agreement”), each such Indemnification Agreement shall continue in full force and effect with respect to the Services provided hereunder subject to the exclusions set forth in Section 6(a). The indemnification pursuant to the Indemnification Agreements shall not be deemed exclusive of any other rights to which such persons may be entitled under the HCP Entities’ or the Company Entities’ organizational or governing documents or under any other agreement, contract of insurance, vote of stockholders, partners members, or members for any acts disinterested directors or omissions managers, or otherwise, or of the broader power of the HCP Entities or the Company Entities to indemnify an agent of the HCP Entities or the Company Entities as authorized by applicable law. (c) Except as required by applicable law or legal process, no advice rendered by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and individual providing Services pursuant to this Agreement, except by reason of acts whether formal or omission constituting bad faithinformal, willful misconductmay be disclosed, gross negligence in whole or reckless disregard of their respective duties under this Agreementin part, or summaries, excerpted from or otherwise referred to without the Company’s or HCP’s prior written consent, as determined applicable. In addition, except as required by a final non-appealable order of a court of competent jurisdiction. The Manager shallapplicable law or legal process, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith individual’s role under this Agreement and may not constituting bad faith, willful misconduct, gross negligence be otherwise disclosed or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, referred to without the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners Company’s or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by RiseHCP’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt prior written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7applicable. (d) The Manager acknowledges that Notwithstanding the duties owed by Rise provision of certain legal services from time to the Manager are contractual in nature and governed by time pursuant to the terms of this Agreement Agreement, (i) neither the Company Entities nor any of the Company Service Providers shall be responsible for supervising the HCP Entities’ legal, regulatory or compliance functions, and (ii) neither the HCP Entities nor any of the HCP Service Providers shall be responsible for supervising the Company Entities’ legal, regulatory or compliance functions. The Parties agree that Rise shall owe no fiduciary duties they share a common interest in the subject matter of HCP Entities’ and the Company Entities’ communications, information and materials, including attorney-client communications, attorney work-product and other privileged or protected information. Subject to the Manager or its members. (e) The provisions of this confidentiality restrictions set forth in Section 7 shall survive the expiration or earlier termination 9 of this Agreement, the Parties are hereby entering into a voluntary sharing of confidential communication, information and materials, including attorney-client communications, attorney work-product and other privileged or protected information of the HCP Entities and the Company Entities. The Company Entities’ lawyers providing legal services to the HCP Entities, and the HCP Entities’ lawyers providing legal services to the Company Entities, shall have an attorney-client relationship with the HCP Entities and the Company Entities, respectively, and it is intended by the Parties that communication among the HCP Entities’ and the Company Entities’ lawyers and the work product of those lawyers shall enjoy the benefits of the attorney-client privilege, the attorney work-product immunity, joint defense and/or any other applicable privilege, immunity or protection. The protection of the attorney-client privilege, the attorney work-product immunity, joint defense and/or any other applicable privilege, immunity or protection are not waived for any communication, information or materials of the HCP Entities or the Company Entities that may be exchanged among the Company Entities and the HCP Entities and their respective counsel, whether or not such counsel is an employee of the Company Entities or the HCP Entities. This Agreement does not affect the independent and separate relationship of the Parties and their respective attorneys, nor shall it require disclosure by the Parties’ counsel of their respective information to the other Party. Notwithstanding any other provision hereof, the limitations on liability included in this Agreement shall not apply to legal services to the extent that such limitation or liability would contravene any applicable ethical code, code of responsibility or other legal, administrative or regulatory requirement.

Limitation on Liability; Indemnification. (a) Rise The Sponsor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise The Sponsor and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Risethe Sponsor, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Risethe Sponsor, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise the Sponsor (each, a “Rise Sponsor Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Sponsor Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Sponsor Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Sponsor Indemnified Party under this Agreement. (b) Rise The Sponsor shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Sponsor Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise the Sponsor constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise the Sponsor under this Agreement or (ii) any claims by Risethe Sponsor’s employees relating to the terms and conditions of their employment by Risethe Sponsor. Rise The Sponsor hereby agrees that from the date hereof until the termination of this Agreement, Rise the Sponsor shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Risethe Sponsor, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise the Sponsor to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise the Sponsor shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise Arrived assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Arrived and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseArrived, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseArrived, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Arrived (each, a “Rise Arrived Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Arrived Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Arrived Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Arrived Indemnified Party under this Agreement. (b) Rise Arrived shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Arrived Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise Arrived constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise Arrived under this Agreement or (ii) any claims by RiseArrived’s employees relating to the terms and conditions of their employment by RiseArrived. Rise Arrived hereby agrees that from the date hereof until the termination of this Agreement, Rise Arrived shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by RiseArrived, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise Arrived to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise Arrived shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise Tryperion assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Tryperion and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseTryperion, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseTryperion, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Tryperion (each, a “Rise Tryperion Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Tryperion Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Tryperion Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Tryperion Indemnified Party under this Agreement. (b) Rise Tryperion shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Tryperion Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise Tryperion constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise Tryperion under this Agreement or (ii) any claims by RiseTryperion’s employees relating to the terms and conditions of their employment by RiseTryperion. Rise Tryperion hereby agrees that from the date hereof until the termination of this Agreement, Rise Tryperion shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by RiseTryperion, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise Tryperion to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise Tryperion shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility Purchaser shall not have any liability to any EqualNet Company for any matter arising under this Agreement other than or relating in any manner to render the services called for hereunder Documents unless caused exclusively by the gross negligence or willful misconduct of Purchaser. To the extent permitted by applicable law, in good faith. Rise addition to the payment of costs and its Affiliatesexpenses pursuant to Section 7.1 hereof, and irrespective of whether the transactions contemplated hereby shall be consummated, the EqualNet Companies agree to indemnify, exonerate, pay and hold the Purchaser, and any holder of their membersany interest in the Notes, stockholdersthe Refinancing Notes, managersthe Warrants or the Warrant Stock, partners, personnel, and the officers, directors, employeesemployees and agents of the Purchaser or such holders (collectively, consultants the "Indemnitees") harmless from and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from against any and all expensesliabilities, obligations, losses, damages, liabilitiespenalties, demandsactions, charges causes of action, judgments, suits, claims, costs, expenses, and claims disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys’ fees and amounts reasonably paid disbursements of counsel for such Indemnitees in settlement) connection with any investigative, administrative or judicial proceeding, irrespective of whether such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitee, in any matter relating to or arising out of this Agreement or any of the other Documents or in connection with any claim asserted against the Purchaser by any person or entity arising out of or in any way connected with this Agreement or any of the other Documents (collectively “Losses”) incurred collectively, the 15 SCHEDULE 13D CUSIP NO. 294400000 PAGE 22 OF 25 "Indemnified Liabilities"); provided however, that the EqualNet Companies shall have no obligation hereunder with respect to an Indemnitee for any Indemnified Liabilities proximately caused by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties willful misconduct of such Rise Indemnified Party under this AgreementIndemnitee. (b) Rise shall, If for any reason the indemnification provided in paragraph (a) is unavailable to any Indemnitee or insufficient to hold it harmless as contemplated thereby then the EqualNet Companies shall contribute to the full extent lawfulamount paid or payable by the Indemnitee as a result of such loss, reimburseclaim, indemnify liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the EqualNet Companies, on the one hand and hold harmless such Indemnitee on the Managerother hand, but also the relative fault of the EqualNet Companies and the directorsIndemnitee, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from as well as any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretionequitable considerations. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render a. In the services called for hereunder in good faith. Rise and its Affiliatesabsence of willful misfeasance, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory bad faith or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence on the part of the Futures Adviser, or reckless disregard of its obligations and duties hereunder, none of the Futures Adviser, its affiliates or their respective officers, controlling persons, members, partners, shareholders, agents or employees (each, an “Indemnified Person” and collectively, the “Indemnified Persons”) shall be subject to any liability to the Adviser, the Fund or the Trust for any act or omission in the course of, or connected with, rendering services hereunder. The Futures Adviser does not guarantee the future performance of the Allocated Portion or any specific level of performance, the success of any investment decision or strategy that the Futures Adviser may use, or the success of the Futures Adviser’s overall management of the Allocated Portion. The Adviser understands that investment decisions made for the Allocated Portion by the Futures Adviser are subject to various market, currency, economic, political, and business risks, and that those investment decisions will not always be profitable. The Futures Adviser will advise only the Allocated Portion and in making investment decisions for the Allocated Portion, the Futures Adviser will not consider any other securities, cash or other investments owned by the Fund. b. Neither the Adviser (including its affiliates, their officers, controlling persons, agents, or employees) nor the Futures Adviser (including all Indemnified Persons) shall be liable to one another for special, consequential, or incidental damages. c. The Futures Adviser agrees to indemnify the Adviser, its affiliates, officers, controlling persons, agents, and employees for, and hold it harmless against, any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Futures Adviser) or litigation (including reasonable legal and other expenses) (“Losses”) to which the Adviser may become subject as a direct result of the Future Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that nothing contained herein shall require that the failure Adviser be indemnified for Losses that resulted from the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement; further provided that the Futures Adviser shall have been given written notice concerning any matter for which indemnification is claimed under this Section. d. The Adviser agrees to indemnify the Indemnified Party Persons for, and hold each Indemnified Person harmless against, any and all Losses to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from which such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, Person may become subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of as a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms direct result of this Agreement or the Futures Adviser’s performance of its duties hereunder; provided, however, that nothing contained herein shall require that the Futures Adviser be indemnified for Losses that resulted from the Futures Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of under this Agreement; provided that the Adviser shall have been given written notice concerning any matter for which indemnification is claimed under this Section.

Limitation on Liability; Indemnification. (a) Rise Casoro assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Casoro and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseCasoro, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-non- appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseCasoro, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Casoro (each, a “Rise Casoro Indemnified Party”), of and from any and all expensesParty enses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) Losses incurred by the Rise Casoro Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Casoro Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Casoro Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (ai) Rise assumes no responsibility Furst shall not have any liabilxxx xo any EqualNet Company for any matter arising under or relating in any manner to this Agreement other than unless caused exclusively by the gross negligence or willful misconduct of Furst. To the extent permitted xx xxplicable law, in addition to render the services called for hereunder in good faithpayment of costs and expenses pursuant to Section 7.a. Rise hereof, and its Affiliatesirrespective of whether the transactions contemplated hereby shall be consummated, the EqualNet Companies agree to indemnify, exonerate, pay and hold Furst, and any holder of their membersany inxxxxxt in the Interest Common Stock, stockholdersthe Series B Preferred Stock or the Conversion Stock, managers, partners, personnel, and the officers, directors, employeesemployees and agents of Furst or such holders (collectixxxx, consultants the "INDEMNITEES") harmless from and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from against any and all expensesliabilities, obligations, losses, damages, liabilitiespenalties, demandsactions, charges causes of action, judgments, suits, claims, costs, expenses, and claims disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys’ fees and amounts reasonably paid disbursements of counsel for such Indemnitees in settlement) (collectively “Losses”) connection with any investigative, administrative or judicial proceeding, irrespective of whether such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by the Rise Indemnified Party by, or asserted against such Indemnitee, in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, matter relating to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions out of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or in connection with any claim asserted against Furst by any person or entity axxxxxg out of or in any way connected with this Agreement (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant heretocollectively, the Indemnified Party shall give prompt written notice thereof to the indemnifying party"INDEMNIFIED LIABILITIES"); provided, provided however, that the failure of EqualNet Companies shall have no obligation hereunder with respect to an Indemnitee for any Indemnified Liabilities proximately caused by the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt gross negligence or willful misconduct of such notice of Claim Indemnitee. (together with such documents and information from such Indemnified Party), ii) If for any reason the indemnifying party shall, at its sole cost and expense, indemnification provided in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if paragraph (i) such Indemnified Party reasonably determines that is unavailable to any Indemnitee or insufficient to hold it harmless as contemplated thereby then the conduct of its defense EqualNet Companies shall contribute to the amount paid or payable by the indemnifying party could be materially prejudicial to its interestsIndemnitee as a result of such loss, (ii) the indemnifying party refuses to assume such defense (claim, liability or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, expense in such Indemnified Party’s reasonable judgment, proportion as is appropriate to defend reflect not only the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made relative benefits received by the party against EqualNet Companies, on the one hand and such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with Indemnitee on the indemnifying partyother hand, at but also the indemnifying party’s sole cost relative fault of the EqualNet Companies and expensethe Indemnitee, in connection with the defense or settlement of as well as any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7equitable considerations. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise ACM assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise ACM and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseACM, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseACM, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise ACM (each, a “Rise ACM Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise ACM Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise ACM Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise ACM Indemnified Party under this Agreement. (b) Rise ACM shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise ACM Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise ACM constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise ACM under this Agreement or (ii) any claims by RiseACM’s employees relating to the terms and conditions of their employment by RiseACM. Rise ACM hereby agrees that from the date hereof until the termination of this Agreement, Rise ACM shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by RiseACM, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise ACM to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise ACM shall owe no fiduciary duties to the Manager or its members. (ed) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise Casoro assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Casoro and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseCasoro, will not be liable to the Manager or the Manager’s 's stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseCasoro, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Casoro (each, a “Rise "Casoro Indemnified Party”"), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ ' fees and amounts reasonably paid in settlement) (collectively “"Losses”") incurred by the Rise Casoro Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Casoro Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Casoro Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render To the services called for hereunder in good faith. Rise and its Affiliatesfullest extent permitted by applicable Law, and any of their members, stockholders, managers, partners, personnelthe Member, officers, directorsand other agents of the Company (and their respective heirs and legal representatives) (each, employees, consultants a “Company Indemnitee”) will be held harmless and any person providing advisory or sub-advisory services to Rise, will not be liable to indemnified by the Manager or the Manager’s stockholders, partners or members Company for all Losses suffered by virtue of any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of alleged acts or omission constituting bad faithomissions arising out of such Company Indemnitee’s activities in connection with the establishment, willful misconductmanagement or operations of any Covered Business, gross negligence or reckless disregard of their respective duties under this Agreement, as unless such Losses were determined by a final non-appealable order judgment of a court of competent jurisdictionjurisdiction to have been caused by the Company Indemnitee’s Disqualifying Conduct. The Manager Member may designate in writing additional Persons as Indemnitees hereunder. Any Person entitled to indemnification from the Company hereunder shall first seek recovery under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, but only to the extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be. A Company Indemnitee shall obtain the written consent of the Member (which consent shall not be unreasonably withheld or delayed) prior to entering into any compromise or settlement which would result in an obligation of the Company to indemnify such Person. The Member may have the Company purchase, at the Company’s expense, insurance to insure the Company, any other Company Indemnitee or any other Person against liability in connection with the activities of the Company and its Subsidiaries. (b) Losses incurred by a Company Indemnitee in defending any Claim subject to Section 15(a) shall, upon delivery by the Company Indemnitee of a written invoice specifying the Losses incurred by the Company Indemnitee, be advanced by the Company prior to the final disposition of such Claim at times and in a manner to pay any Losses reflected on such invoice; provided that such Company Indemnitee shall provide to the Company a written undertaking to repay such advances if there is a final determination that such Company Indemnitee was not entitled to indemnification. (c) Any indemnification provided pursuant to this Section 15 shall be satisfied solely out of the Assets of the Company, as an expense of the Company, and no Member shall be subject to personal liability by reason of the indemnification provisions set forth in this Section 15. Any right to indemnification under this Section 15 shall survive the termination or dissolution of the Company, and in any such event the Member shall set aside in reserve Assets in an amount reasonably determined by the Member so as to reasonably provide for Claims arising under this Section 15. (d) The rights set forth in this Section 15 are for the benefit of the Company Indemnitees and shall not be deemed to create any other rights for the benefit of any other Person. The rights of Company Indemnitees under this Section 15 shall continue after the termination of the Company Indemnitee’s relationship with the Company with respect to those acts performed or not performed prior to such date of termination. The right of any Company Indemnitee to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Company Indemnitee may otherwise be entitled by contract or as a matter of Law or equity and shall extend to such Company Indemnitee’s successors and legal representatives. (e) To the fullest extent permitted by applicable Law, no Company Indemnitee shall be liable to the Company or to the Member for any Losses sustained or incurred as a result of any act or omission of such Company Indemnitee if (i) the act or failure to act of such Company Indemnitee was in good faith, and (ii) the conduct of such Company Indemnitee did not constitute Disqualifying Conduct. No Company Indemnitee shall, to the full fullest extent lawfulallowed by Law, reimbursebe liable to the Member or the Company for any loss due to the mistake, indemnify action, inaction, negligence, dishonesty, fraud or bad faith of any broker or other agent; provided, that such broker or other agent, if selected or engaged or monitored by such Company Indemnitee, shall have been selected, engaged or retained or monitored by such Company Indemnitee with reasonable care. A Company Indemnitee may consult with reputable legal counsel, accountants, consultants or other advisors in respect of the affairs of the Company and hold harmless Riseits Subsidiaries and the Portfolio Companies and, its Affiliatesexcept in respect of matters in which there is an alleged conflict of interest in respect of such legal counsel, accountants, consultants or other advisors, shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel, accountants, consultants or other advisors. In determining whether a Company Indemnitee acted in good faith and with the requisite degree of care, the Company Indemnitee shall be entitled to rely on reports and written statements of the directors, officers, employees, and other representatives of a Portfolio Company unless the Person to be exculpated hereby had reason to believe that such reports or statements were not true and complete. For the purposes of this Section 15(e), the directors, officers, employees, and other representatives of a Portfolio Company (and such Portfolio Company itself) shall not, solely by virtue of a Fund holding an Investment in such Portfolio Company, be deemed to be Affiliates of the Company Indemnitee. (f) All references in this Section 15 to any Member of their membersthe Company shall be deemed for all purposes to include (i) in the case of any Member which is a corporation, stockholdersthe directors, officers, employees and shareholders of such corporation, (ii) in the case of any Member which is a trust, the trustees and beneficiaries of such trust, and (iii) in the case of any Member which is a partnership or limited liability company, the partners or members (as applicable), employees and officers of such entity. (g) It is the express intention of the parties hereto that the provisions of this Section 15 for the indemnification of Company Indemnitees who are not Members may be relied upon by such Company Indemnitees and may be enforced by such Company Indemnitees against the Company as if such Company Indemnitees were parties hereto. (h) To the extent that a Member or the officers, principals, managers, employees, partners, personnelmembers, officersagents, directorsattorneys, employees, consultants registered representatives and any person providing advisory or sub-advisory services to Rise other Affiliates of the Company (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Responsible Party”) of and from any and all Losses has, under applicable Law or in respect of or arising from equity, duties (iincluding fiduciary duties) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the Company, the Member or other Person bound by the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise such Responsible Parties acting in accordance with this Agreement shall maintain errors and omissions and not be liable to the Company, the Member or any such other customary insurance coverage Person for its good faith reliance on the terms of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of a Responsible Party otherwise existing under applicable Law or in equity, are agreed by all parties hereto to replace such amounts and with such carriers as determined by Rise, in its sole discretionother duties to the greatest extent permitted under applicable Law. (ci) In case Whenever a Responsible Party is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing: (a) in his discretion, under a similar grant of authority or latitude, or without an express standard of behavior (including, without limitation, standards such claimas “reasonable” or “good faith”), suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by then such Indemnified Party pursuant hereto, the Indemnified Responsible Party shall give prompt written notice thereof be entitled to the indemnifying party; providedconsider only such interests and factors, howeverincluding its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever, or (b) with an express standard of behavior (including, without limitation, standards such as “reasonable” or “good faith”), then such Responsible Party shall comply with such express standard but shall not be subject to any other, different, or additional standard imposed by applicable Law. (j) The Member agrees and acknowledges that the failure Company and its Subsidiaries (and the Persons making decisions on behalf of the Indemnified Party Company and its Subsidiaries) will regularly take, or omit to so notify take, various actions with respect to Investments (including, without limitation, deciding (i) at what price to sell an Investment, (ii) at what price to issue additional securities of a Portfolio Company, (iii) whether to modify the indemnifying party terms applicable to an Investment or the rights of a Fund with respect to an Investment or a Portfolio Company, and (iv) whether or not to change management of a Portfolio Company), which actions may have a dilutive or direct or indirect adverse effect on the Company or its Subsidiaries or all or some of the Member and/or former Members. The fact that any act or omission taken by any of them has such direct or indirect adverse effect shall not relieve the indemnifying party constitute evidence from which it can be inferred that such act or omission was taken or suffered in violation of any liability that it may have hereunderstandards or duties, including duties of good faith or fair dealing, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense act or omission constitutes Disqualifying Conduct by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7them. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise Xxxxx Holdings assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Xxxxx Holdings and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseXxxxx Holdings, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseXxxxx Holdings, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Xxxxx Holdings (each, a “Rise Xxxxx Holdings Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Xxxxx Holdings Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Xxxxx Holdings Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Xxxxx Holdings Indemnified Party under this Agreement. (b) Rise Xxxxx Holdings shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Xxxxx Holdings Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise Xxxxx Holdings constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise Xxxxx Holdings under this Agreement or (ii) any claims by Rise’s Xxxxx Holdings’ employees relating to the terms and conditions of their employment by RiseXxxxx Holdings. Rise Xxxxx Holdings hereby agrees that from the date hereof until the termination of this Agreement, Rise Xxxxx Holdings shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by RiseXxxxx Holdings, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise Xxxxx Holdings to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise Xxxxx Holdings shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (ai) Rise assumes The Equityholders’ Representative shall incur no responsibility liability to any of the Company Equityholders with respect to any action taken, omitted to be taken, or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuinely and duly authorized, nor for any other action or inaction except its own Fraud, willful misconduct or willful breach. The Equityholders’ Representative may, in all questions arising under this Agreement Agreement, the other than Transaction Documents or any other agreement, document, instrument or certificate referred to render herein or therein or executed in connection herewith or therewith, rely on the services called for hereunder in good faith. Rise advice of counsel, accountants and its Affiliatesother advisors, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will the Equityholders’ Representative shall not be liable to any of the Manager Company Equityholders for anything done, omitted or suffered in good faith by the Manager’s stockholders, partners or members for any acts or omissions by any Equityholders’ Representative based on such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdictionadvice. The Manager shallEquityholders’ Representative is authorized by each of the Company Equityholders to incur expenses on behalf of the Company Equityholders in acting hereunder. If the Equityholders’ Representative shall incur any losses, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, lossesclaims, damages, liabilities, demandsfees, charges and claims of any nature whatsoever costs, expenses (including reasonable attorneys’ fees fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines, amounts reasonably paid in settlement) settlement (collectively collectively, the “LossesEquityholders’ Representative Expenses”) incurred by the Rise Indemnified Party in or by reason of any pending), threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right each of the Manager or Company Equityholders will, on the written request of the Equityholders’ Representative, reimburse the Equityholders’ Representative for its security holders) arising Pro Rata Portion of such Equityholders’ Representative Expense. Such Equityholders’ Representative Expenses may be recovered first, from the Expense Fund, second, from any acts distribution of the First Anniversary Merger Consideration or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, the Second Anniversary Merger Consideration otherwise distributable to the full extent lawful, reimburse, indemnify and hold harmless Company Equityholders at the Managertime of distribution, and third, directly from the directorsCompany Equityholders. The term “Pro Rata Portion” means, officerswith respect to a given Company Equityholder and a given amount (such given amount, stockholdersthe “Divisible Share”), partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faitha fraction, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect numerator of which indemnification may be sought by such Indemnified Party pursuant hereto, is the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure amount of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure consideration actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory distributed to such Indemnified Party. The Indemnified Party will be entitled Person pursuant to participate butSection 3.1 at the relevant time of determination and the denominator of which is the Final Merger Consideration, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense multiplied by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7Divisible Share. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes Trian shall have no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliatesliability with respect to, and any of their membersshall not be obligated to indemnify or hold harmless Triarc, stockholders, managers, partners, personnelor its affiliates, officers, directors, employees, consultants and agents or other representatives from or against any person providing advisory cost, loss, expense, damage or sub-advisory services to Rise, will not be liable to liability arising out of or otherwise in respect of the Manager or performance of the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, Services; PROVIDED THAT Trian shall indemnify and hold harmless Rise, Triarc and its Affiliates, and any of their members, stockholders, managers, partners, personnelaffiliates, officers, directors, employees, consultants agents and other representatives of Triarc from or against any person providing advisory such cost, loss, expense, damage or sub-advisory services to Rise (eachliability resulting from the gross negligence, a “Rise Indemnified Party”)willful misconduct or fraud of Trian or any of its officers, of employees, partners, members or agents. Triarc shall indemnify and from any and all expenseshold harmless Trian, lossesits affiliates, damagesofficers, liabilitiesdirectors, demandsemployees, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation agents or other proceeding (including an action representatives from and against any cost, loss, expense, damage or suit by liability arising out of or otherwise in the right respect of the Manager performance of the Services other than any such cost, loss, expense, damage or its security holders) arising liability resulting from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faiththe gross negligence, willful misconductmisconduct or fraud of Trian or any of its officers, gross negligence employees, partners, members or reckless disregard of duties of such Rise Indemnified Party under this Agreementagents. (b) Rise shall, Notwithstanding the terms of any indemnification agreement between Triarc and those persons who will be providing Services to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise Triarc under this Agreement or once they are employed by Trian (ii) any claims by Rise’s employees relating each an "Indemnification Agreement"), each such Indemnification Agreement shall continue in full force and effect with respect to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, Services provided hereunder subject to the next sentence, exclusions set forth in Section 7(a). The indemnification pursuant to the Indemnification Agreements shall not control, the defense be deemed exclusive of any other rights to which such actionpersons may be entitled under Triarc's Certificate of Incorporation or By-laws or under any other agreement, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense contract of insurance, vote of stockholders or disinterested directors, or otherwise, or of the Claim, if (i) such Indemnified Party reasonably determines that the conduct broader power of its defense Triarc to indemnify an agent of Triarc as authorized by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7Delaware Law. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (af) Rise Casoro assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Casoro and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseCasoro, will not be liable to the Manager or the Manager’s 's stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-non- appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseCasoro, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Casoro (each, a “Rise "Casoro Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ ' fees and amounts reasonably paid in settlement) (collectively “"Losses”") incurred by the Rise Casoro Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Casoro Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Casoro Indemnified Party under this Agreement. (ba) Rise Casoro shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “"Manager Indemnified Party” " and, together with a Rise Casoro Indemnified Party, an “"Indemnified Party”) Party^ of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise Casoro constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise Casoro under this Agreement or (ii) any claims by Rise’s Casoro's employees relating to the terms and conditions of their employment by RiseCasoro. Rise Casoro hereby agrees that from the date hereof until the termination of this Agreement, Rise Casoro shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by RiseCasoro, in its sole discretion. (cb) In case any such claim, suit, action or proceeding (a “"Claim”") is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (iii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s 's reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s 's consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s 's sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. . (dc) The Manager acknowledges that the duties owed by Rise Casoro to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise Casoro shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise Hertz Investment assumes no responsibility under this Agreement other than to render the services called for hereunder under this Agreement in good faith. Rise In performing their duties under this Agreement, Hertz Investment and the Executive Team shall be entitled to rely reasonably on qualified experts hired by them. Hertz Investment, its Affiliates, and any of their members, stockholdersadvisors, managers, partners, personnel, officers, directors, employees, consultants officers and any person providing advisory or sub-advisory services to Rise, employees will not be liable to the Manager Company or the ManagerOperating Partnership, to the Board of Directors, the Company’s stockholders, stockholders or the Operating Partnership’s partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligenceHertz Investment, such as errors in the investment decision making process its affiliates, members, advisors, officers or in the trade process) performed employees, pursuant to or in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, misconduct or gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdictionnegligence. The Manager Company and the Operating Partnership shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseHertz Investment, its Affiliatesaffiliates, and any of their members, stockholdersadvisors, managers, partners, personnel, officers, directors, officers and employees, consultants and any person providing advisory or sub-advisory services to Rise advisers and each other person, if any, controlling Hertz Investment (each, a an “Rise Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlementfees) (collectively collectively, “Losses”) incurred by the Rise Indemnified Party in respect of or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed made in good faith in the performance of Hertz Investment’s duties under this Agreement and not constituting such Indemnified Party’s bad faith, willful misconduct, misconduct or gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreementnegligence. (b) Rise Hertz Investment shall, to the full extent lawful, reimburse, indemnify and hold harmless the ManagerCompany and the Operating Partnership, the Company’s shareholders, the Operating Partnership’s partners, and the their respective directors, officersofficers and employees, stockholdersand each other person, partners if any, controlling the Company or members of the Manager (eachOperating Partnership, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) harmless of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise Hertz Investment constituting bad faith, willful misconduct, misconduct or gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretionnegligence. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. Neither the Master Servicer (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and including, without limitation, its Affiliates, and any of their members, stockholders, managers, partners, personneldirectors, officers, employees and agents) nor the Sub-Servicer (including, without limitation, its directors, employeesofficers, consultants employees and agents) shall be under any person providing advisory or sub-advisory services to Rise, will not be liable liability to the Manager other any action taken or for refraining from the Manager’s stockholders, partners or members for taking of any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors action in the investment decision making process or in the trade process) performed in accordance with and good faith pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid for errors in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying partyjudgment; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party this provision shall not relieve protect the indemnifying party from Master Servicer or any such person or the Sub-Servicer or any such person against any breach of warranties, representations or covenants made herein, or against any specific liability imposed on the Master Servicer or the Sub-Servicer pursuant hereto, or against any liability that it may have which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will Sub-Servicer (and its directors, officers, employees and agents) shall be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel indemnified and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense held harmless by the indemnifying party could be materially prejudicial to its interestsMaster Servicer against any loss, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party expense incurred in connection with such Claimany legal action relating to this Agreement or the Mortgage Loans other than any loss, liability or expense incurred by reason of the willful misfeasance, bad faith or gross negligence of the Sub-Servicer in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. The applicable Indemnified Party Master Servicer (and its directors, officers, employees and agents) shall reasonably cooperate with be indemnified and held harmless by the indemnifying partySub-Servicer against any loss, at liability or expense incurred by reason of the indemnifying party’s sole cost and expensewillful misfeasance, bad faith or gross negligence of the Sub-Servicer in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel performance of its own choosing duties hereunder or by reason of its reckless disregard of its obligations and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7duties hereunder. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility Purchaser shall not have any liability to any EqualNet Company for any matter arising under this Agreement other than or relating in any manner to render the services called for hereunder Documents unless caused exclusively by the gross negligence or willful misconduct of Purchaser. To the extent permitted by applicable law, in good faith. Rise addition to the payment of costs and its Affiliatesexpenses pursuant to Section 7.1 hereof, and irrespective of whether the transactions contemplated hereby shall be consummated, the EqualNet Companies agree to indemnify, exonerate, pay and hold the Purchaser, and any holder of their membersany interest in the Notes, stockholdersthe Refinancing Notes, managersthe Warrants or the Warrant Stock, partners, personnel, and the officers, directors, employeesemployees and agents of the Purchaser or such holders (collectively, consultants the "INDEMNITEES") harmless from and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from against any and all expensesliabilities, obligations, losses, damages, liabilitiespenalties, demandsactions, charges causes of action, judgments, suits, claims, costs, expenses, and claims disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable attorneys’ fees and amounts reasonably paid disbursements of counsel for such Indemnitees in settlement) connection with any investigative, administrative or judicial proceeding, irrespective of whether such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitee, in any matter relating to or arising out of this Agreement or any of the other Documents or in connection with any claim asserted against the Purchaser by any person or entity arising out of or in any way connected with this Agreement or any of the other Documents (collectively “Losses”) incurred collectively, the "INDEMNIFIED LIABILITIES"); provided however, that the EqualNet Companies shall have no obligation hereunder with respect to an Indemnitee for any Indemnified Liabilities proximately caused by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties willful misconduct of such Rise Indemnified Party under this AgreementIndemnitee. (b) Rise shall, If for any reason the indemnification provided in paragraph (a) is unavailable to any Indemnitee or insufficient to hold it harmless as contemplated thereby then the EqualNet Companies shall contribute to the full extent lawfulamount paid or payable by the Indemnitee as a result of such loss, reimburseclaim, indemnify liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the EqualNet Companies, on the one hand and hold harmless such Indemnitee on the Managerother hand, but also the relative fault of the EqualNet Companies and the directorsIndemnitee, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from as well as any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretionequitable considerations. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render Except as otherwise provided by the services called for hereunder Act, the debts, obligations and liabilities of the Company, whether arising in good faith. Rise contract, tort or otherwise, shall be solely the debts, obligations and its Affiliatesliabilities of the Company, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will the Member shall not be liable to the Manager or the Manager’s stockholders, partners or members obligated for any acts such debt, obligation or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right liability of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this AgreementCompany. (b) Rise The Company shall, to the full fullest extent lawful, reimburseauthorized by the Act, indemnify and hold harmless the Manager, Member from and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from against any and all Losses claims and demands arising by reason of the fact that such Person is, or was, a member of the Company. (c) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in respect the case of any such amendment, substitution or arising from replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of: (i) any acts act or omissions omission or alleged act or omission performed or omitted to be performed on behalf of Rise constituting bad faiththe Company, willful misconduct, gross negligence the Member or reckless disregard any direct or indirect subsidiary of duties the foregoing in connection with the business of Rise under this Agreement the Company; or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action Covered Person being or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, acting in connection with the defense business of the Company as a manager, officer or settlement agent of the Company or any subsidiary thereof, or that the any Covered Person is or was serving at the request of the Company as a manager, officer or agent of any Claim in accordance Person including the Company. In connection with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim foregoing, the termination of any action, suit or proceeding by counsel judgment, order, settlement, conviction, or upon a plea of nolo contendere or its own choosing and so elects​ equivalent, then the indemnifying party shall be responsible for not, of itself, create a presumption that any Covered Person did not act in good faith settlement or, with respect to any criminal proceeding, had reasonable cause to believe that any Covered Person’s conduct was unlawful, or that any Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a knowing violation or material breach of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7Agreement. (d) The Manager acknowledges that indemnification provided by this Section 12 shall not be deemed exclusive of any other rights to indemnification to which any Covered Person may be entitled under any agreement or otherwise. The provisions of this Section 12 shall continue to afford protection to any Covered Person regardless of whether the duties owed by Rise Covered Person remains in the position or capacity pursuant to which the Covered Person became entitled to indemnification under this Section 12 and shall inure to the Manager are contractual in nature benefit of the Covered Person’s executors, administrators, legatees and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its membersdistributees. (e) The Company shall purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of the Covered Persons’ duties in such amount and with such deductibles as the Member may reasonably determine; provided, that the coverage and amount is no less than that provided by the Company to its manager prior to the date hereof; provided, further, that failure to obtain such insurance shall not affect the right to indemnification of the Covered Person under Section 12, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If the Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then the Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to the Covered Person by the Company in respect of such Losses. (f) If this Section 12 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless all Covered Persons pursuant to this Section 12 to the fullest extent permitted by any applicable portion of this Section 12 that shall not have been invalidated and to the fullest extent permitted by applicable law. (g) The provisions of this Section 7 12 shall be a contract between the Company, on the one hand, and the Covered Persons, on the other hand, pursuant to which the Company and the Covered Persons intend to be legally bound. No amendment, modification or repeal of this Section 12 that adversely affects the rights of the Covered Persons described herein or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce any Covered Person’s rights described herein without the Covered Person’s prior written consent. (h) The provisions of this Section 12 shall survive the expiration or earlier dissolution, liquidation, winding up and termination of this Agreementthe Company.

Limitation on Liability; Indemnification. (a) Rise Groundfloor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Groundfloor and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to RiseGroundfloor, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseGroundfloor, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise Groundfloor (each, a “Rise Groundfloor Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Groundfloor Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Groundfloor Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Groundfloor Indemnified Party under this Agreement. (b) Rise Groundfloor shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Groundfloor Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise Groundfloor constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise Groundfloor under this Agreement or (ii) any claims by RiseGroundfloor’s employees relating to the terms and conditions of their employment by RiseGroundfloor. Rise Groundfloor hereby agrees that from the date hereof until the termination of this Agreement, Rise Groundfloor shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by RiseGroundfloor, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise Groundfloor to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise Groundfloor shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise Tryperion assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise Tryperion and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person Person providing advisory or sub-advisory services to RiseTryperion, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision decision-making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless RiseTryperion, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person Person providing advisory or sub-advisory services to Rise Tryperion (each, a “Rise Tryperion Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise a Tryperion Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts act or omissions omission of such Rise Tryperion Indemnified Party performed in good faith under this Agreement and that does not constituting constitute bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Tryperion Indemnified Party under this Agreement. (b) Rise Tryperion shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Tryperion Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise Tryperion constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise Tryperion under this Agreement or (ii) any claims by RiseTryperion’s employees relating to the terms and conditions of their employment by RiseTryperion. Rise Tryperion hereby agrees that from the date hereof until the termination of this Agreement, Rise Tryperion shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by RiseTryperion, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise Tryperion to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise Tryperion shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render Neither the services called for hereunder in good faith. Rise and its AffiliatesGoverning Board nor the Advisory Board, and any of or their membersrespective representatives, stockholdersofficials, County Authorities, managers, partnersemployees or agents, personnelshall be liable, officers, directors, employees, consultants and any person providing advisory responsible or sub-advisory services to Rise, will not be liable accountable in damages or otherwise to the Manager BHO or the Manager’s stockholders, partners or members County Authorities for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts act or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under pursuant to the authority granted by this Agreement or in accordance with its provisions, and in a manner reasonably believed to be within the scope of the authority granted and in the best interest of the BHO; provided that such act or omission did not constituting bad faithconstitute fraud, willful intentional misconduct, or gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimbursenegligence. The BHO shall defend, indemnify and hold harmless the Manager, Governing Board and the directorsAdvisory Board and any of their respective representatives, officersofficials, stockholdersCounty Authorities, partners managers, employees or members agents thereof, against any liability, loss, damage, cost or expense incurred by them on behalf of the Manager (eachBHO or in furtherance of the BHO’s interests without relieving any such person of liability for fraud, a “Manager Indemnified Party” andmisconduct, together bad faith or gross negligence. No County Authority or representative of the Governing Board or the Advisory Board shall have any personal liability with a Rise Indemnified Party, respect to the satisfaction of any required indemnification of the above-mentioned persons. Any tender of defense by an “Indemnified Party”) of and indemnitee arising from any liability, loss, damage, cost or expense incurred that falls within the scope of matters subject to defense, indemnification and all Losses in respect being held harmless by this Agreement, shall be promptly accepted by the BHO. Any indemnification required to be made by the BHO shall be made promptly following the fixing of the liability loss, damage, cost or arising from expense incurred or suffered by a final judgment of any court, settlement, contract or otherwise. In addition, the BHO shall reimburse a person claiming indemnification under this Section 5.7 for legal expenses and other costs incurred as a result of a legal action brought against such person if: (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard the legal action relates to the performance of duties of Rise under this Agreement or (ii) any claims services by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure person on behalf of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, BHO; (ii) the indemnifying legal action is initiated by a party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of other than a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party County Authority; and (iii) such person undertakes to repay the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party advanced funds to the Claim with whom BHO if it is determined that such settlement person is being made, which release must be reasonably acceptable not entitled to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled indemnification pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than The Distributor shall be obligated to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed act in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard to exercise commercially reasonable care and diligence in the performance of its duties of such Rise Indemnified Party under this Agreement. (b) Rise shallIn the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard by the Distributor in the performance of its duties, obligations, or responsibilities set forth in this Agreement, the Distributor and its affiliates, including their respective officers, directors, partners, agents, and employees (collectively with the Distributor, the “Distributor Indemnitees”), shall not be liable for, and solely out of the assets of the applicable Fund, the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, assessments, claims, demands and liabilities (including, without limitation, the reasonable costs of investigating or defending any alleged tax, charge, assessment, claim, demand, liability or expense and reasonable legal counsel fees incurred in connection therewith as well as any disbursements and liabilities arising under applicable federal and state laws) (collectively, “Losses”) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to the Distributor by the Trust or a Fund or the investment adviser, custodians, or other service providers of a Fund; (ii) any claim that the Registration Statement, Prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the Trust and/or the respective Fund’s investment adviser or other information filed or made public by the Trust relating to a Fund (as from time to time amended) including, but not limited to, such materials filed by the Distributor with FINRA or other regulatory authorities on behalf of the Trust and/or the respective Fund, included an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, selfregulatory organization rule or applicable common law, except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished by or on behalf of the Distributor in writing expressly for use in such materials; (iii) any wrongful act of the Trust or a Fund or any of their officers; (iv) any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with the matters to which this Agreement relates; (v) the Trust’s or a Fund’s breach of any of its representations, warranties or covenants contained in this Agreement; (vi) the Trust’s or a Fund’s failure to comply with applicable laws or regulations; (vii) any liability of the Distributor resulting from a representation, covenant or warranty that the Distributor makes, or any indemnification that the Distributor provides, on behalf of the Trust or a Fund and in reliance on the Trust’s or a Fund’s representation, covenant or warranty in an intermediary agreement relating to the Trust or a Fund; (viii) the Distributor’s reliance on any instruction, direction, notice, instrument or other information that the Distributor reasonably believes to be genuine; (ix) loss of data or service interruptions caused by the Trust’s (or a Trust service provider’s) equipment failure; (x) the Distributor serving as distributor of a Fund pursuant to this Agreement; or (xi) any action taken or omitted by the Trust or a Fund prior to the effective date of this Agreement with respect to such Fund. The foregoing rights of indemnification shall be in addition to any other rights to which a Distributor Indemnitee may be entitled as a matter of law. The Trust’s agreement to indemnify a Distributor Indemnitee pursuant to this Section 17 of this Agreement with respect to any action is expressly conditioned upon the Trust being notified of such action or claim of loss brought against any Distributor Indemnitee, within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Distributor Indemnitee, unless the failure to give notice does not prejudice the Trust. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the full extent lawfuldefense of any suit brought to enforce any action or claim of Losses, reimbursebut if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retains such counsel, the Distributor’s Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Fund and the Distributor Indemnitee(s), the Trust will reimburse the Distributor Indemnitees in such suit, for the fees and expenses of any counsel retained by the Distributor and them. This agreement of indemnity will inure exclusively to the applicable Distributor Indemnitee(s). (c) The Distributor shall indemnify and hold harmless the ManagerTrust on behalf of each Fund, such Fund’s investment adviser and their respective officers, directors, agents, and employees (collectively with the directorsTrust, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified PartyFund Indemnitees”) of from and from against any and all Losses taxes, charges, expenses, assessments, claims, demands and liabilities (including, without limitation, the reasonable costs of investigating or defending any alleged tax, charge, assessment, claim, demand, liability or expense and reasonable legal counsel fees incurred in respect of connection therewith as well as any disbursements and liabilities arising under applicable federal and state laws) (collectively, “Fund Losses”) arising directly or arising indirectly from the following: (i) any acts or omissions of Rise constituting the Distributor’s willful misfeasance, bad faith, willful misconductgross negligence, gross negligence or reckless disregard in the performance of duties its duties, obligations, or responsibilities set forth in this Agreement; (ii) the Distributor’s breach of Rise any of its representations, warranties or covenants contained in this Agreement; (iii) the Distributor’s failure to comply with applicable laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, statement of additional information, shareholder report, sales literature and advertisements approved for use by the Trust and/or the respective Fund’s investment adviser or other information filed or made public by the Trust relating to a Fund (as from time to time amended) included an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the prospectus and statement of additional information, in light of the circumstances under which they were made) not misleading under the 1933 Act, the 1940 Act, or any other statute, regulation, selfregulatory organization rule or applicable common law, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished by or on behalf of the Distributor in writing expressly for use in such materials. The foregoing rights of indemnification shall be in addition to any other rights to which a Fund Indemnitee may be entitled as a matter of law. The Distributor’s agreement to indemnify a Fund Indemnitee pursuant to this Section 17 of this Agreement with respect to any action is expressly conditioned upon the Distributor being notified of such action or claim of loss brought against any Fund Indemnitee, within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Fund Indemnitee, unless the failure to give notice does not prejudice the Distributor. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any action or claim of Fund Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Fund Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Fund Indemnitee(s) and the Distributor, the Distributor will reimburse the Fund Indemnitee(s) in such suit, for the fees and expenses of any counsel retained by the Trust on behalf of the Funds and them. This agreement of indemnity will inure exclusively to the applicable Fund’s benefit and to the benefit of its Fund Indemnitees. (d) Notwithstanding anything in this Agreement to the contrary, neither Party shall be liable under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions other Party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a Party to this Agreement shall be net of their employment insurance maintained by Rise. Rise hereby agrees that from the date hereof until indemnified Party as of the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such amounts and with such carriers as determined by Rise, in its sole discretionclaim. (ce) In case any No person shall be obligated to provide indemnification under this Section 17 if such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may would be sought by such Indemnified Party pursuant heretoimpermissible under the 1940 Act, the Indemnified Party shall give prompt written notice thereof to 1933 Act, the indemnifying party1934 Act, the rules of FINRA, or other applicable laws; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgmentevent indemnification is permissible, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party it shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7. (d) The Manager acknowledges that the duties owed by Rise 17 to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its membersmaximum extent permissible. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will The Representative shall not be liable to the Manager or the Manager’s stockholders, partners or members for any acts act done or omissions by any such Person (including errors that may result from ordinary negligence, such omitted hereunder as errors in the investment decision making process Representative without gross negligence or in the trade process) performed bad faith. The Stockholders shall jointly and severally in accordance with their Indemnification Percentage (assuming for purposes determining each Stockholder’s Indemnification Percentage for purposes of this Section 12.2, that the Escrow Amount and pursuant the Representative Holdback Amount have been distributed in full to this Agreementthe Stockholders) indemnify the Representative and hold the Representative harmless against any loss, except by reason of acts liability or omission constituting bad faith, willful misconduct, expense incurred without gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to bad faith on the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right part of the Manager or its security holders) Representative and arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect out of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunder, except to the extent such failure actually materially prejudices the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate but, subject to the next sentence, not control, the defense of any such action, with its own counsel and at its own expense. Such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense acceptance or settlement administration of the Representative’s duties and obligations hereunder, including the reasonable fees and expenses of any Claim legal counsel retained by the Representative (“Representative Expenses”). The Representative shall have the right to recover Representative Expenses from the Representative Holdback as such expenses arise and, to the extent that the Representative Holdback has been depleted, if then available after satisfaction of all Parent Indemnified Claims, the Representative shall have the right to recover Representative Expenses from the Escrow Amount prior to any distribution to the Stockholders, and prior to any such distribution, shall deliver to the Escrow Agent or Parent, as the case may be, a certificate setting forth the Representative Expenses actually incurred. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Sections 11.3 and 11.4, shall constitute a decision of the Stockholders and shall be final, binding and conclusive upon the Stockholders; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7Representative. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation on Liability; Indemnification. 13.1. Except for a breach of the provisions of Sections 5 and 6 hereinabove, (ai) Rise assumes no responsibility under neither party shall be liable to the other party for any incidental, indirect, special or consequential damages (however arising), including, but not limited to, loss of profit, loss of use, loss of revenues or damages to business or reputation, arising out of the performance or non-performance of any provision of this Agreement other than to render the services called for hereunder in good faith. Rise and its AffiliatesAgreement, unless caused by such Party’s gross negligence or willful misconduct, and any (ii) Consultant’s liability arising out of their membersthis Agreement, stockholdersand the provision of Services hereunder, managersshall not exceed the amount of fees actually received by Consultant from the Company. 13.2. With regard to the Services performed by Consultant pursuant to the terms of this Agreement, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will Consultant shall not be liable to the Manager Company or to anyone who may claim any right due to her relationship with the Manager’s stockholdersCompany, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in performance of said Services on the trade process) performed in accordance with and pursuant to this Agreement, except by reason part of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement. (b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees relating to the terms and conditions of their employment by Rise. Rise hereby agrees that from the date hereof until the termination of this Agreement, Rise shall maintain errors and omissions and other customary insurance coverage in such amounts and with such carriers as determined by Rise, in its sole discretion. (c) In case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have hereunderConsultant, except to the extent such failure actually materially prejudices said liability is caused by Consultant’s breach of this Agreement, gross negligence or willful misconduct. The Company shall hold Consultant free and harmless from any obligations, costs, claims, judgments, attorneys' fees, and attachments arising from any third party claim brought against Consultant directly as a result of the indemnifying partyServices rendered to the Company pursuant to the terms of this Agreement, except to the extent the same shall arise due to Consultant’s breach of this Agreement, negligence or willful misconduct. Upon receipt The Company’s agreement to hold Consultant free and harmless is conditioned upon Consultant: (a) providing prompt written notice to the Company of any claim or action arising out of the indemnified activities, and in no event more than fifteen (15) days after Consultant first has knowledge of such notice of Claim claim or action; (together with b) permitting the Company, in the Company’s sole discretion, to assume full control, responsibility and authority to investigate, prepare for, and defend against any such documents claim or action; (c) assisting the Company at the Company’s request and information from such Indemnified Party), the indemnifying party shall, at its sole cost and reasonable expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party. The Indemnified Party will be entitled to participate butthe investigation of, subject to the next sentence, not control, the preparation for and defense of any such claim or action, with its own counsel and at its own expense(d) refraining from making any admission or settling such claim without the Company’s prior written consent (not to be unreasonably withheld). Such Indemnified Party may elect to conduct If the Company assumes the defense of a third-party claim, the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could Company will not be materially prejudicial subject to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided, that (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 7 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into claim made by such Indemnified Party. Except as provided in any Consultant without the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 7Company consent. (d) The Manager acknowledges that the duties owed by Rise to the Manager are contractual in nature and governed by the terms of this Agreement and that Rise shall owe no fiduciary duties to the Manager or its members. (e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.