Common use of Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement Clause in Contracts

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement, as applicable, is not filed with the Commission on or prior to the filing deadline set forth in Section 2.1.1 or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the effectiveness deadline set forth in Section 2.1.1, 2.3, or 2.5, as applicable, or (iii) after its effective date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder, at each such Holder’s election (each, an “Electing Holder”), an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to two percent (2.0%) of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable, with respect to such Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration or Registration Statement, as applicable, is not filed with the Commission on or prior to the filing deadline set forth in Section 2.1.1 2.01(a) or 2.3Section 2.03, as applicable, (ii) the Registration or Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the effectiveness deadline set forth in Section 2.1.1, 2.3, 2.01(a) or 2.5Section 2.03, as applicable, or (iii) after its effective date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities and Registrable Public Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the such Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each such Holder, at each such Holder’s election (each, an “Electing Holder”), an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to two percent (2.0%) of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each caseRegistration Statement, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable, provided that, this Section 2.05 shall not apply with respect to such Registrable Securities.Events relating to Registration Statements contemplated by

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement, as applicable, is not filed with the Commission on or prior to the filing deadline set forth in Section 2.1.1 or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the effectiveness deadline set forth in Section 2.1.1, or 2.3, or 2.5, as applicable, or (iii) after its effective date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder, at each such Holder’s election (each, an “Electing Holder”), an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to two percent (2.0%) of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable, with respect to such Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement or Resale Registration Statement, as applicable, is not filed with the Commission on or prior to the filing deadline set forth in Section 2.1.1 2.1.1, 2.3, or 2.32.5, as applicable, (ii) the Registration Statement or Resale Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the effectiveness deadline set forth in Section 2.1.1, 2.3, or 2.5, as applicable, or (iii) after its effective date, (A) such Registration Statement or Resale Registration Statement, as applicable, ceases for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement or Resale Registration Statement, as applicable) to remain continuously effective as to all Registrable Securities and Registrable Public Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement or Resale Registration Statement to resell Registrable Securities or Registrable Public Securities, as applicable, (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder, at each such Holder’s election (each, an “Electing Holder”), an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to two percent (2.0%) of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities or Registrable Public Securities, as applicable, for which no Registration Statement or Resale Registration Statement, as applicable, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities and Registrable Public Units constituting whole Warrants, for which no such Registration Statement or Resale Registration Statement, as applicable, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable, with respect to such Registrable Securities and Registrable Public Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration StatementStatement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as applicabledescribed in Section 2(e) of this Agreement, is not filed with the Commission on or prior to before the filing deadline set forth described in Section 2.1.1 2(e) of this Agreement or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to before the effectiveness deadline set forth described in Section 2.1.12(e) of this Agreement, 2.3, or 2.5, as applicable, or (iii) on any day after its effective date, (A) such Registration Statement ceases for any reason has been declared effective by the Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, by reason because of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in keep such Registration Statement effective, to resell Registrable Securities disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), or (any such failure or breach iv) a Grace Period (as defined in clauses Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (i) through (iii) above being referred to as an “Event,” and, for purposes each of the items described in clauses (i), (ii), or (iii), the date on which such Event occurs, being ) and (iv) above shall be referred to as an “Event Date”a "Registration Delay"), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay (1) to each Holder, at each such Holder’s election (each, an “Electing Holder”), holder of the Notes or Conversion Shares an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), cash equal to two percent (2.0%) the product of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through the initial principal amount paid for the Note held by such holder or the related Conversion Shares multiplied by (iii)ii) the product of (I) the percentage determined by dividing (A) the Applicable Percentage by (B) 30, in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated multiplied by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10II) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by (x) the aggregate amount number of Registrable Securities constituting Units; $10.00 multiplied by days (including any partial days) after the aggregate amount Filing Deadline or the deadline described in Section 2(e) of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each casethis Agreement, as applicable, that the Registration Statement is not filed with respect the Commission, plus (y) the number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement that the Registration Statement is not declared effective by the Commission, plus (z) after the Registration Statement has been declared effective by the Commission, the number of days (including any partial days) that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all the Registrable Securities and (2) to each holder of the Warrants or Warrant Shares an amount in cash equal to the product of (i) the aggregate Exercise Price for such Warrant or paid for the related Warrant Shares multiplied by (ii) the product of (I) the percentage determined by dividing (A) the Applicable Percentage by (B) 30, multiplied by (II) the sum of (x) the number of days (including any partial days) after the Filing Deadline or the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Statement is not filed with the Commission, plus (y) the number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement, as applicable, that the Registration Statement is not declared effective by the Commission, plus (z) after the Registration Statement has been declared effective by the Commission, the number of days (including any partial days) that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of all Registrable Securities.. The "Applicable Percentage" shall mean (A) for periods that only include days on or before the day that is 60 days after the commencement of a Registration Delay, eight-tenths percent (0.8%), (B) for periods that only include days after the date that is 60 days after the commencement of a Registration Delay, one and two-tenths percent (1.2%) and (C) for periods that include days both before and after the date that is 60 days after the commencement of a Registration Delay, a percentage equal to a fraction, the numerator of which shall be the sum of

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement, as applicable, is not filed with the Commission on or prior to the filing deadline set forth in Section 2.1.1 or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the effectiveness deadline set forth in Section 2.1.1, 2.1.1 or 2.3, or 2.5, as applicable, or (iii) after its effective date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder, at each such Holder’s election (each, an “Electing Holder”), an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to two percent (2.0%) of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable, with respect to such Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement, as applicable, Statement covering all the Registrable Securities and required to be filed by the Company pursuant to this Agreement is not (A) filed with the Commission SEC on or prior to before the filing deadline set forth in Section 2.1.1 applicable Filing Deadline or 2.3, as applicable, (iiB) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason SEC on or prior to before the effectiveness deadline set forth in Section 2.1.1, 2.3, or 2.5, as applicable, applicable Effectiveness Deadline or (iiiii) on any day after its the Registration Statement has been declared effective dateby the SEC, (A) sales of all the Registrable Securities required to be included on such Registration Statement ceases for any reason cannot be made pursuant to the Registration Statement (including, without limitation, because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to the Registration Statement, to register sufficient shares of Common Stock), then, as partial relief for the damages to any holder by reason of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure delay in or breach in clauses reduction of its ability to sell the underlying shares of Common Stock (i) through (iii) above being referred to as an “Event,” and, for purposes which remedy shall not be exclusive of clauses (i), (ii), or (iii), the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the Holders may have hereunder remedies available at law or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall pay to each Holder, at each such Holder’s election (each, an “Electing Holder”), holder of Preferred Shares an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), cash per Preferred Share held equal to two percent the product of (2.0%i) $1,000 multiplied by (ii) the sum of (A) 0.015, if the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filednot filed by the Filing Deadline, effectiveplus (B) 0.015, or available for use as provided in clauses if the Registration Statement is not declared effective by the Effectiveness Deadline, plus, (iC) through the product of (iii), in each case, as applicable. Notwithstanding anything herein to I) .0005 multiplied by (II) the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after sum of (x) the consummation number of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and Filing Deadline that such Registration Statement is not filed with the expiry SEC, plus (y) the number of each subsequent 30-day period, as applicable. Simple interest shall accrue at days after the rate of two percent (2.0%) per month on any Effectiveness Deadline that the Registration Liquidated Damages that shall Statement is not be paid declared effective by the applicable payment date until such amounts are paid in full. For purposes SEC, plus (z) the number of this Section 2.6, days after the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied Registration Statement has been declared effective by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no SEC that such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable, with respect to such Registrable Securities.Statement is

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration StatementStatement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as applicabledescribed in Section 2(e) of this Agreement, is not filed with the Commission on or prior to before the filing deadline set forth described in Section 2.1.1 2(e) of this Agreement or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to before the effectiveness deadline set forth described in Section 2.1.12(e) of this Agreement, 2.3, or 2.5, as applicable, or (iii) on any day after its effective date, (A) such Registration Statement ceases for any reason has been declared effective by the Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, by reason because of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in keep such Registration Statement effective, to resell Registrable Securities disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), or (any such failure or breach iv) a Grace Period (as defined in clauses Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (i) through (iii) above being referred to as an “Event,” and, for purposes each of the items described in clauses (i), (ii), or ) and (iii), the date on which such Event occurs, being ) above shall be referred to as an “Event Date”a "Registration Delay"), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay (1) to each Holder, at each such Holder’s election (each, an “Electing Holder”), holder of the Notes or Conversion Shares an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), cash equal to two percent (2.0%) the product of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through the initial principal amount paid for such Note or the related Conversion Shares multiplied by (iii)ii) the product of (I) the percentage determined by dividing (A) the Applicable Percentage by (B) 30, in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated multiplied by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10II) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by (x) the aggregate amount number of Registrable Securities constituting Units; $10.00 multiplied by days (including any partial days) after the aggregate amount Filing Deadline or the deadline described in Section 2(e) of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each casethis Agreement, as applicable, that the Registration Statement is not filed with respect to such Registrable Securities.the Commission, plus (y) the number of days (including any partial days) after the Effectiveness Deadline or the deadline described in Section 2(e) of this Agreement that the Registration Statement is not declared effective by the Commission, plus (z) after the

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration StatementStatement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as applicabledescribed in Section 2(e) of this Agreement, is not filed with the Commission on or prior to before the filing deadline set forth described in Section 2.1.1 2(e) of this Agreement or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to before the effectiveness deadline set forth described in Section 2.1.12(e) of this Agreement, 2.3, or 2.5, as applicable, or (iii) on any day after its effective date, (A) such Registration Statement ceases for any reason has been declared effective by the Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(o) of this Agreement)) pursuant to such Registration Statement (including, without limitation, by reason because of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in keep such Registration Statement effective, to resell Registrable Securities disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), or (any such failure or breach iv) a Grace Period (as defined in clauses Section 3(o) of this Agreement) exceeds the length of an Allowable Grace Period (i) through (iii) above being referred to as an “Event,” and, for purposes each of the items described in clauses (i), (ii), or (iii), the date on which such Event occurs, being ) and (iv) above shall be referred to as an a “Event DateRegistration Delay”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder, at each such Holder’s election (each, an “Electing Holder”), holder of the Notes or Conversion Shares an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), cash equal to two percent (2.0%) the product of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after initial principal amount paid for the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable, with respect to such Registrable Securities.Note

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration StatementStatement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as applicabledescribed in Section 2(e) of this Agreement, is not filed with the Commission on or prior to before the filing deadline set forth described in Section 2.1.1 2(e) of this Agreement or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to before the effectiveness deadline set forth described in Section 2.1.12(e) of this Agreement, 2.3, or 2.5, as applicable, or (iii) on any day after its effective date, (A) such Registration Statement ceases for any reason has been declared effective by the Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(n) of this Agreement)) pursuant to such Registration Statement (including, without limitation, by reason because of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in keep such Registration Statement effective, to resell Registrable Securities disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), or (any such failure or breach iv) a Grace Period exceeds the length of an Allowable Grace Period (each of the items described in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which such Event occurs, being ) and (iv) above shall be referred to as an a “Event DateRegistration Delay”), then then, as partial relief for the damages to the Investors by reason of any such delay in addition or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other rights the Holders may have hereunder remedies available at law or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is curedin equity), the Company shall pay (1) to each Holder, at each such Holder’s election (each, an “Electing Holder”), holder of the Series A Preferred or Conversion Shares an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), cash equal to two percent (2.0%) the product of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after initial amount paid for such Series A Preferred or the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 related Conversion Shares multiplied by (ii) the aggregate amount product of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (iI) through (iii), in each case, as applicable, with respect to such Registrable Securities.the

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration or Registration Statement, as applicable, is not filed with the Commission on or prior to the filing deadline set forth in Section 2.1.1 or 2.3, as applicablethis Agreement, (ii) the Registration or Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the effectiveness deadline set forth in Section 2.1.1, 2.3, or 2.5, as applicablethis Agreement, or (iii) after its effective date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Company’s failure to update the Registration Statement) other than in connection with an Allowed Delay to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in such Registration Statement to resell Registrable Securities (any such failure or breach in clauses (i) through (iii) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), or (iii), the date on which such Event occurs, being referred to as an “Event Date”), then in addition to any other rights the such Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each such Holder, at each such Holder’s election (each, an “Electing Holder”), an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), equal to two percent (2.0%) of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement or Registration Statement, as applicable, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, provided that, this Section 2.6 2.07 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 this Agreement until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6The parties agree that (A) notwithstanding anything to the contrary herein, the “Aggregate Assumed Purchase Price” in no event shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii)Liquidated Damages payable to each Electing Holder pursuant to this Section 2.07 exceed, in each casethe aggregate, as applicable, with respect to ten percent (10.0%) of such Registrable Securities.Electing Holder’s Aggregate Assumed Purchase Price and (B) in no event shall the Company be liable in any thirty (30)-day period for Registration Liquidated Damages under this Agreement in excess of two percent (2.0)% of such

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration StatementStatement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as applicabledescribed in Section 2(e) of this Agreement, is not filed with the Commission on or prior to before the filing deadline set forth described in Section 2.1.1 2(e) of this Agreement or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to before the effectiveness deadline set forth described in Section 2.1.12(e) of this Agreement, 2.3, or 2.5, as applicable, or (iii) on any day after its effective date, (A) such Registration Statement ceases for any reason has been declared effective by the Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(n) of this Agreement) pursuant to such Registration Statement (including, without limitation, by reason because of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in keep such Registration Statement effective, to resell Registrable Securities disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), or (any such failure or breach iv) a Grace Period (as defined in clauses Section 3(n) of this Agreement) exceeds the length of an Allowable Grace Period (i) through (iii) above being referred to as an “Event,” and, for purposes each of the items described in clauses (i), (ii), or (iii), the date on which such Event occurs, being ) and (iv) above shall be referred to as an a “Event DateRegistration Delay”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder, at each such Holder’s election (each, an “Electing Holder”), holder of the Notes or Conversion Shares an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), cash equal to two percent (2.0%) the product of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated by Section 2.1.1 and Section 2.3 until after initial principal amount paid for the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by the aggregate amount of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses (i) through (iii), in each case, as applicable, with respect to such Registrable Securities.Note

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If Subject to any elections made pursuant to Section 4(b), if (i) a Registration StatementStatement covering all the Registrable Securities is not filed with the Commission on or before the Filing Deadline or is not declared effective by the Commission on or before the Effectiveness Deadline, (ii) a Registration Statement covering all of the Registrable Securities required to be covered thereby, as applicabledescribed in Section 2(e) of this Agreement, is not filed with the Commission on or prior to before the filing deadline set forth in Section 2.1.1 applicable Additional Filing Deadline or 2.3, as applicable, (ii) the Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to before the effectiveness deadline set forth in Section 2.1.1applicable Additional Effectiveness Deadline, 2.3, or 2.5, as applicable, or (iii) on any day after its effective date, (A) any such Registration Statement ceases for any reason has been declared effective by the Commission, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made as a matter of law (other than during an Allowable Grace Period (as defined in Section 3(p) of this Agreement)) pursuant to such Registration Statement (including, without limitation, by reason because of a stop order or the Company’s failure to update the Registration Statement) to remain continuously effective as to all Registrable Securities thereunder for which it is required to be effective pursuant to this Agreement or (B) the Holders are not permitted to utilize the prospectus in keep such Registration Statement effective, to resell Registrable Securities disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), or (any such failure or breach iv) a Grace Period (as defined in clauses Section 3(p) of this Agreement) exceeds the length of an Allowable Grace Period (i) through (iii) above being referred to as an “Event,” and, for purposes each of the items described in clauses (i), (ii), or (iii), the date on which such Event occurs, being ) and (iv) above shall be referred to as an a “Event DateRegistration Delay”), then in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder, at each such Holder’s election (each, an “Electing Holder”), holder of the Notes or Conversion Shares an amount in cash, as liquidated damages and not as a penalty (the “Registration Liquidated Damages”), cash equal to two percent (2.0%) the product of the Aggregate Assumed Purchase Price (as defined below) paid by such Electing Holder for the Registrable Securities for which no Registration Statement is filed, effective, or available for use as provided in clauses (i) through the initial principal amount paid for the Notes initially acquired by such holder multiplied by (iii)ii) the product of (I) the percentage determined by dividing (A) the Applicable Percentage by (B) 360, in each case, as applicable. Notwithstanding anything herein to the contrary, this Section 2.6 shall not apply with respect to Events relating to Registration Statements contemplated multiplied by Section 2.1.1 and Section 2.3 until after the consummation of the Company’s initial Business Combination. Such payments shall be made to each Electing Holder in cash no later than ten (10II) business days after the first Event Date and the expiry of each subsequent 30-day period, as applicable. Simple interest shall accrue at the rate of two percent (2.0%) per month on any Registration Liquidated Damages that shall not be paid by the applicable payment date until such amounts are paid in full. For purposes of this Section 2.6, the “Aggregate Assumed Purchase Price” shall mean the sum of $11.00 multiplied by (x) the aggregate amount number of Registrable Securities constituting Units; $10.00 multiplied by the aggregate amount of Registrable Securities constituting shares of Common Stock, and $2.00 multiplied by the aggregate amount of Registrable Securities constituting whole Warrants, for which no such Registration Statement, is filed, effective, or available for use as provided in clauses days (i) through (iii), in each case, as applicable, with respect to such Registrable Securities.including any