Certain Definitions. For purposes of this Agreement:

Certain Affiliations. In the event that a Participant terminates his or her membership on the Board and becomes affiliated with a government agency, all amounts in such Participant’s Cash Account, shares equivalent to units in such Participant’s Stock Unit Account and Shares attributable to Restricted Stock Units that such Participant has elected to defer will be distributed to the Participant if such payment is necessary to avoid violation of any applicable federal, state, local or foreign ethics or conflict of interest law or if necessary to comply with an ethics agreement with the federal government.

Certain Fees. (A) No Defaulting ​ shall be entitled to receive any Commitment Fee for any period during which that ​ is a Defaulting ​ (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting ​).

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

“Adjusted Net Earnings” shall mean net earnings for Total Mosaic determined in accordance with GAAP and reported in the Financial Statements before deducting # Expenses Related to M&A Activities, # Non-Cash Write-offs of Long-Term Assets, # Restructuring Charges otherwise included therein, # Significant Legal Settlements and # Unrealized Derivative Gains and Losses.

Certain Adjustments. The Conversion Price is subject to adjustment from time to time as set forth in this Section 10. Paragraph # of this Section 10 shall in no way apply to any rights offering or distribution of rights related to the [[Organization A:Organization]]’s Common Stock in the calendar year 2024.

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 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.