Common use of Adjustments in Exercise Price Clause in Contracts

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors or their affiliates, without taking into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsors or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price Price, immediately prior to such adjustment adjustment, by a fraction fraction, (xa) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (xi) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination business combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and Company’s board of directors and, in the case of any such issuance to the Sponsors Company’s initial stockholders or their affiliates, without taking into account any founder shares of Class B common stock of (as defined in the Company, par value $0.0001 per share (the “Class B common stock”), Prospectus) or Private Warrants held by the Sponsors or their affiliatesthem, as applicable, prior to such issuance) (the “Newly Issued Pricenewly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the Company’s initial Business Combination business combination on the date of the consummation completion of such its initial Business Combination business combination (net of redemptions), and (z) the volume volume-weighted average trading price of the Common Stock during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an completes its initial Business Combination business combination (such price, the “Market Value”) is below $9.20 9.50 per share, the Warrant Price exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, newly issued price and the $18.00 16.50 per share redemption trigger prices (as described in Section 6.1) price will be adjusted (to the nearest cent) to be equal to 180165% of the higher of the Market Value and the Newly Issued Pricenewly issued price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or debt or equity securities convertible into or that are convertible, exercisable or exchangeable for shares of Common Stock Stock, in each case for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsors Founders or their affiliates, without taking into account any shares of Class B common stock of the Companystock, par value $0.0001 per share (share, of the “Class B common stock”), Company held by the Sponsors Founders or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the Company’s initial Business Combination on the date of the consummation completion of such the Company’s initial Business Combination (net of redemptions), and (z) the volume volume-weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as price described in Section 6.1) 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 (a) Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.01(a) or Section 4.02 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (b) If, (x) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Board (and Board, and, in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock of Ordinary Shares or Private Placement Units issued prior to the Company, par value $0.0001 per share (the “Class B common stock”), Offering and held by the Sponsors Sponsor or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the initial Business Combination on the date of the consummation of such the initial Business Combination (net of redemptions), ) and (z) the volume weighted average trading price of the Common Stock Ordinary Shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrant pursuant to Section 6.1) will 6.01 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsors Sponsor or their its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjustedadjusted as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockStock (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Founders or their affiliates, without taking into account any shares of Class B F common stock of the Company, par value $0.0001 per share (the “Class B F common stock”), held by the Sponsors Founders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or debt or equity securities convertible into or that are convertible, exercisable or exchangeable for shares of Common Stock Stock, in each case for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsors Founders or their affiliates, without taking into account any shares of Class B common stock of the Companystock, par value $0.0001 per share (share, of the “Class B common stock”), Company held by the Sponsors Founders or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the Company’s initial Business Combination on the date of the consummation completion of such the Company’s initial Business Combination (net of redemptions), and (z) the volume volume-weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as price described in Section 6.1) 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (xi) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockStock (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors initial stockholders or their its affiliates, without taking into account any founder shares of Class B common stock of (as defined in the Company, par value $0.0001 per share (the “Class B common stock”), Prospectus) held by the Sponsors initial stockholders or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the initial Business Combination on the date of the consummation of such initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the twenty (20) 20 trading day period starting on the trading day prior to after the day on which the Company consummates an the initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price and the $10.00 Redemption Trigger Price and $18.00 Redemption Trigger Price shall be adjusted (to the nearest cent) to equal to 100% and 180% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Pricerespectively.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction fraction, (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, adjustment and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 . If (x) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board Company and, (and i) in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock ordinary shares of the Company, par value $0.0001 per share (the “Class B common stockordinary shares”), ) held by the Sponsors Sponsor or their its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of the Class B ordinary shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock Ordinary Shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will price shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (xi) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockStock (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any founder shares of Class B common stock of (as defined in the Company, par value $0.0001 per share (the “Class B common stock”), Prospectus) held by the Sponsors Sponsor or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the initial Business Combination on the date of the consummation of such initial Business Combination thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an the initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price and the $10.00 Redemption Trigger Price and $18.00 Redemption Trigger Price shall be adjusted (to the nearest cent) to equal to 100% and 180% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Pricerespectively.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock of the Company, par value $0.0001 0.000001 per share (the “Class B common stock”), held by the Sponsors Sponsor or their its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (x) the Company issues additional ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsors Sponsor, the initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any founder shares of Class B common stock of (as defined in the Company, par value $0.0001 per share (the “Class B common stock”), Prospectus) held by the Sponsors Sponsor, the initial shareholders or their respective affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the initial Business Combination on the date of the consummation completion of such a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of greater of: (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger prices Redemption Trigger Price (as described defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (x) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any founder shares of Class B common stock of (as defined in the Company, par value $0.0001 per share (the “Class B common stock”), Prospectus) held by the Sponsors Sponsor or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the initial Business Combination on the date of the consummation completion of such the initial Business Combination (net of redemptions), ) and (z) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices (as described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Class A Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsors Sponsor or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices (as described in Section 6.2 and Section 6.1, respectively) will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsors Sponsor or their its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices (as described in Section 6.1Sections 6.1 and 6.2) will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock of the Companystock, par value $0.0001 per share (share, of the “Class B common stock”), Company held by the Sponsors Sponsor, certain executive officers of the Company, or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the Company’s initial Business Combination on the date of the consummation completion of such the Company’s initial Business Combination (net of redemptions), and (z) the volume volume-weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Pricenewly issued price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Pricenewly issued price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Class A Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsors Sponsor or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices price (as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter, provided in no event shall the Warrant Price be adjusted to below the par value of the Ordinary Shares. 4.3.2 If (x) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (as adjusted for share of Common Stocksplits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsors or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an its initial Business Combination on the date of the consummation of such its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock Ordinary Shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and the $18.00 per share redemption trigger prices Redemption Trigger Price (as described in Section 6.1defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (x) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share (as adjusted to appropriately reflect any of Common Stock, the events referred to in other subsections of this Section 4) (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsors initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B common stock Ordinary Shares of the Company, par value $0.0001 per share (the “Class B common stock”), Company held by the Sponsors such initial shareholders or their affiliates, as applicable, prior to such issuance) issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the funding of an initial Business Combination on the date of the consummation of such the Company’s initial Business Combination business combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock Ordinary Shares during the twenty ten (2010) trading day period starting on the trading day prior to the day on which the Company consummates an its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share sub-divisions, share capitalization, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices (as described in Section 6.1) Sections 6.1 and 6.2 hereof will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall will be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall will be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor, directors or officers of the Company or their respective affiliates, without taking into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), Common Stock held by the Sponsors such stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the Company’s initial Business Combination on the date of the consummation of such the Company’s initial Business Combination (net of redemptions), ) and (z) the volume weighted average trading price of the Company’s Common Stock during for the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an the initial Business Combination (such price, price the “Market Value”) is below $9.20 per share, then (i) the Warrant Price will be adjusted (to the nearest cent) to be equal to 115110% of the higher of the Market Value and the Newly Issued Price, and (ii) the $18.00 per share redemption trigger prices (as price described in Section 6.1) 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and (iii) the $10.00 per share redemption trigger price described in Section 6.2 below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 (a) Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.01(a) or Section 4.02 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (b) If, (x) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board (and Board, and, in the case of any such issuance to the Sponsors Sponsor or their its affiliates, without taking into account any shares of Class B common stock Ordinary Shares of the Company, par value $0.0001 per share (the “Class B common stockFounder Shares”), ) held by the Sponsors Sponsor or their such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the initial Business Combination on the date of the consummation of such the initial Business Combination (net of redemptions), ) and (z) the volume weighted average trading price of the Common Stock Ordinary Shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.01 below, which price, for the avoidance of doubt, is $18.00 per share redemption trigger prices (as described in Section 6.1) will 18.00, shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall will be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall will be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional shares of Common Stock or securities of the Company that are convertible into into, or exchangeable for, or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors Sponsor, directors or officers of the Company or their respective affiliates, without taking into account any shares of the Company’s Class B common stock of the Company, par value $0.0001 per share (the “Class B common stockCommon Stock”), ) held by the Sponsors such stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an the Company’s initial Business Combination on the date of the consummation of such the Company’s initial Business Combination (net of redemptions), ) and (z) the volume weighted average trading price of the Company’s Common Stock during for the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an the initial Business Combination (such price, price the “Market Value”) is below $9.20 per share, then (i) the Warrant Price will be adjusted (to the nearest cent) to be equal to 115110% of the higher of the Market Value and the Newly Issued Price, and (ii) the $18.00 per share redemption trigger prices (as price described in Section 6.16.1 and Section 6.2(b) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and (iii) the $10.00 per share redemption trigger price described in Section 6.2 below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial the Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsors or their affiliates, without taking into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsors or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”)Board, (yii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the funding of an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions)Combination, and (ziii) the volume weighted average trading price of the Common Stock during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial the Business Combination (such price, the “Market Value”) is below $9.20 9.50 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued PriceValue, and the $18.00 per share redemption trigger prices (as described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1) will 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued PriceValue.