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 or Registration Statement, as applicable, is not filed with the Commission on or prior to the filing deadline set forth in Section 2.01(a) or Section 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 2.01(a) or Section 2.03, as applicable, or (iii) after its effective date, 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 (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 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 or Registration Statement, as applicable, 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 Events relating to Registration Statements contemplated by

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 2.01(a) 2.1.1 or Section 2.032.3, 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 2.01(a) 2.1.1, or Section 2.032.3, 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 such 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 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 Registration Statementavailable 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, provided that, this Section 2.05 shall not apply with respect to Events relating to Registration Statements contemplated bysuch Registrable Securities.

Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement 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 StatementStatement 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 2.01(a2(e) of this Agreement or Section 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 before the effectiveness deadline set forth described in Section 2.01(a2(e) or Section 2.03of this Agreement, as applicable, or (iii) on any day after its effective date, 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 keep such Registration Statement) Statement effective, to remain continuously effective disclose such information as to all Registrable Securities and Registrable Public Securities thereunder is necessary for which it is required sales to be effective made pursuant to this Agreement 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 such 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 such 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 or Registration Statement, as applicable, is filed, effective, or available for use as provided in clauses (i) through the initial amount paid for such Series A Preferred or the related Conversion Shares multiplied by (iii), in each case, as applicable, provided that, this Section 2.05 shall not apply with respect to Events relating to Registration Statements contemplated byii) the product of (I) 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 Statement 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 StatementStatement 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 2.01(a2(e) of this Agreement or Section 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 before the effectiveness deadline set forth described in Section 2.01(a2(e) or Section 2.03of this Agreement, as applicable, or (iii) on any day after its effective date, 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 keep such Registration Statement) Statement effective, to remain continuously effective disclose such information as to all Registrable Securities and Registrable Public Securities thereunder is necessary for which it is required sales to be effective made pursuant to such Registration Statement or to register a sufficient number of shares of Common Stock), or (iv) a Grace Period (as defined in Section 3(o) of this Agreement Agreement) exceeds the length of an Allowable Grace Period (any such failure or breach 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 in addition to any other rights 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”), 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 or Registration Statement, as applicable, 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 Events relating to Registration Statements contemplated bythe initial principal amount paid for the Note

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 2.01(a) or Section 2.03, 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 2.01(a) or Section 2.03, as applicablethis Agreement, or (iii) after its effective date, 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 and Registrable Public Securities thereunder for which it is required to be effective pursuant to this Agreement (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 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 or Registration Statement, as applicable, 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 2.07 shall not apply with respect to Events relating to Registration Statements contemplated byby 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. The parties agree that (A) notwithstanding anything to the contrary herein, in no event shall the aggregate amount of Registration Liquidated Damages payable to each Electing Holder pursuant to this Section 2.07 exceed, in the aggregate, ten percent (10.0%) of such 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