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, 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 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance 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 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders holders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 (a) Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 4.01(a) or Section 4.2 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 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 (b) If, in connection with the closing of the initial Business Combination, 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 initial stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any founder shares of Common Stock issued prior to the Offering and held by the Sponsor or such stockholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 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 4.3.2. If 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted to 180% of the New Issuance Price.

Adjustments in Exercise Price. 4.3.1 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 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 an 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 Company and, (and i) in the case of any such issuance to the initial stockholders (as defined in the Prospectus) 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 such stockholders the Sponsor or their its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of shares of Class B Common Stock 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 “New Issuance Newly Issued Price”), (y) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115aggregate gross proceeds from such issuances represent more than 60% of the New Issuance Price.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

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 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 initial stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any founder shares held by the Sponsor or such stockholders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance 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 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders holders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance 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. 4.3.2 If 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 initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, 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 initial stockholders shareholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders shareholders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance 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 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted to 180% of the New Issuance 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 Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Exercise 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 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares or private placement securities held by such stockholders holders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), the Warrant Exercise Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance 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. 4.3.2 If 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 initial Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common StockOrdinary Share, 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 initial stockholders shareholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders shareholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Price and the Redemption Price (as defined below) shall be adjusted to equal 180% of the New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable issuable 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 issuable 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 issuable immediately thereafter. 4.3.2 If If, in connection with the closing of the initial Business Combination, the Company issues additional shares of Common Stock or securities of the Company which are convertible into into, or exchangeable or exercisable or exchangeable for for, shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination Stock, 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 initial stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any founder shares of common stock held by such stockholders or their affiliatesthem, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance 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. 4.3.2 If 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 initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, 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 initial stockholders shareholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders shareholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Price and the Redemption Price (as defined below) shall be adjusted to equal 180% of the New Issuance 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 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance 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 Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Exercise 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 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares or private placement securities held by such stockholders holders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Newly Issued Price”), the Warrant Exercise Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance 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 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 initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by the such stockholders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Price”), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the New Issuance Price.

Adjustments in Exercise Price. 4.3.1 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 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 an 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 and, in the case of any such issuance to the initial stockholders (as defined in the Prospectus) 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 such stockholders the Sponsor or their its affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (y) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115aggregate gross proceeds from such issuances represent more than 60% of the New Issuance Price.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