More Definitions of VWAP Purchase Share Volume Maximum

VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase, by (ii) the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE April 23, 2024 The undersigned, the [●] of GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of April 23, 2024 (the “Agreement”), by and between the Company and B. Xxxxx Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be purchased by the Investor in such VWAP Purchase, by (ii) the Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE [●], 2022 The undersigned, the [●] of Terran Orbital Corporation, a Delaware corporation (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of [●], 2022 (the “Agreement”), by and between the Company and B. Xxxxx Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies solely in his capacity as an executive officer of the Company on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase, by (ii) the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE [ ], 2023 The undersigned, the [ ] of Bed Bath & Beyond, a New York corporation (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of March 30, 2023 (the “Agreement”), by and between the Company and X. Xxxxx Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):

VWAP Purchase Share Volume Maximum means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of shares of Common Stock equal to the quotient obtained by dividing (i) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase, by (ii) the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT [TO BE FURNISHED SEPARATELY] EXHIBIT B CLOSING CERTIFICATE [***] EXHIBIT C COMPLIANCE CERTIFICATE [***] DISCLOSURE SCHEDULE RELATING TO THE COMMON STOCK PURCHASE AGREEMENT, DATED AS OF DECEMBER 26, 2023 BETWEEN SPECTRAL AI, INC. AND X. XXXXX PRINCIPAL CAPITAL II, LLC [***]

VWAP Purchase Share Volume Maximum means, (i) with respect to a VWAP Purchase-Type A made pursuant to Section 3.1, a number of Ordinary Shares equal to the quotient obtained by dividing (a) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase-Type A, by (b) 0.10, and (ii) with respect to a VWAP Purchase-Type B made pursuant to Section 3.1, a number of Ordinary Shares equal to the quotient obtained by dividing (a) the VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in such VWAP Purchase-Type B, by (b) 0.20 (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction). EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT B CLOSING CERTIFICATE EXHIBIT C COMPLIANCE CERTIFICATE

VWAP Purchase Share Volume Maximum definition