Certain Limitations. The Party making a claim under this Article VIII is referred to herein as the “Indemnified Party” and the Party against which such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following limitations:

Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1 that may be due in connection with the transactions contemplated by the Transaction Documents.

Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Certain Exceptions. The limitations set forth in [Section 10.4(a)(i)] and [Section 10.4(a)(ii)] shall not apply to or otherwise limit # the ability of Buyer to recover any Losses under the Representation and Warranty Insurance Policy, or # the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any Fraud by any Seller.

Certain Exceptions. The limitations set forth in [Section 10.4(b)(i)] and [Section 10.4(b)(ii)] shall not # apply to or otherwise limit the indemnification obligations of Buyer with respect to any Losses of the Seller Indemnified Parties resulting from, in connection with or arising from Fraud by the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco or Motus, # the breach by Buyer of one or more Selected Buyer Representations, or # apply to any Losses incurred by Sellers as a direct or indirect result of a Buyer (whether due to a Third-Party Claim or otherwise) or other Person (other than by any Person claiming by, on behalf of or through Sellers or any of their Affiliates, including any creditor or equity holder thereof) preventing Sellers from receiving and/or retaining the entire Purchase Price required to be paid hereunder; provided, that, for the avoidance of doubt, # this [Section 10.4(b)(iii)(C)] only relates to indemnification obligations of the Buyer under [Section 10.2(a), and (2)])] any amounts required to be paid by the Sellers pursuant to Section 10.1 and any adjustments required to derive the Purchase Price under Article II shall not be deemed to prevent Sellers from receiving or retaining the entire Purchase Price.

Each Guarantor waives # any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower or any other Loan Party; # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; # any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender whatsoever; # any benefit of and any right to participate in any security now or hereafter held by any Lender; and # to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

Certain References. References to you in any provision of this Agreement under circumstances where the provision should logically be construed to apply to your executors or administrators, or to the person or persons to whom all or any portion of the Units may be transferred by will or the laws of descent and distribution, will be deemed to include such person or persons.

Certain Fees. That Defaulting Lender # shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and # shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(i).

For purposes of this Agreement, the following terms shall have the following meanings:

Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.