Common use of Adjustments in Warrant Price Clause in Contracts

Adjustments in Warrant 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 equity-linked securities for capital raising purposes in connection with the closing of the 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 shares of Class B common stock, $0.0001 par value per share, held by 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 funding the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price 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 Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 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 Price.

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 Company’s initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, or warrants held by such stockholders holder or their affiliates, as applicable, prior to such issuance ) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued New Issuance Price, and the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.5 shall 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 6.5 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 Company’s initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, or warrants held by such stockholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, and the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.5 shall 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 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 Company’s initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, or warrants held by such stockholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, and the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.5 shall 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 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 Company’s initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, or warrants held by such stockholders holder or their affiliates, as applicable, prior to such issuance ) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued New Issuance Price, and the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.5 shall 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 6.5 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant 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 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 (xi) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination (not including any forward purchase shares) 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, (including consideration of the market price) and in the case of any such issuance to SilverBox Sponsor IV LLC (the initial stockholders (as defined in the Prospectus“Sponsor”) or their its affiliates, without taking into account any shares of Class B common stockOrdinary Shares, par value $0.0001 par value per share, of the Company held by the Sponsor or such stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, New Issuance Price and the last sales price Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the Common Stock that triggers higher of the Company’s right to redeem Market Value and the Warrants pursuant to New Issuance Price and the $18.00 per share redemption trigger price described in Section 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 New Issuance Price.

Adjustments in Warrant 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 Section 4.1 or 4.2 hereof, 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 . If, (xa) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, the Company issues additional Ordinary Shares or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, 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, (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 shares Ordinary Shares of Class B common stock, $0.0001 par value per share, the Company issued prior to the Offering and held by the Sponsor or such stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Valuemarket value”) is below $9.20 per share, the Warrant Price 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 Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value market value and the Newly Issued Price.

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 initial stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, held by such stockholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, and the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.5 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.&NegativeTh​

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 initial stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, held by such stockholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, and the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.5 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.​

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 Company’s initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, or warrants held by such stockholders holder or their affiliates, as applicable, prior to such issuance ) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, and the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.5 shall 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 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant 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 Section 4.1 or 4.2 hereof, 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 . If, (xa) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, the Company issues additional Ordinary Shares or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, 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, (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 shares Ordinary Shares of Class B common stock, $0.0001 par value per share, the Company issued prior to the Offering and held by the Sponsor or such stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Valuemarket value”) is below $9.20 per share, (i) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value market value and the Newly Issued Price, and (ii) the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below hereof shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value market value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 for capital raising purposes in connection with the closing of the 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 shares of Class B common stock, $0.0001 par value per share, Common Stock (as defined below) held by 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 funding the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price 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 Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 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 Price.

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 initial stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, held by such stockholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180%, 100%, and 115% of the greater of the Market Value and the Newly Issued Price, respectively, and in the last sales price case of Section 6.3(b), the Common Stock that triggers amounts used to calculate the Company’s right to redeem the Warrants pursuant to Section 6.1 below Cash Redemption Settlement Amount shall be adjusted (to the nearest cent) to be equal to 180135%, 0.995% and 115%, respectively, of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Warrant 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 (xi) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the 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 initial stockholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any founder shares of Class B common stock, $0.0001 par value per share, held by such stockholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, then the Warrant Price shall 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 last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.2 shall 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 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant 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 equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of the 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 Company’s initial stockholders (as defined in the Prospectus) or their affiliates, affiliates without taking into account any founder shares of Class B common stock, $0.0001 par value per share, or warrants held by such stockholders holder or their affiliates, as applicable, prior to such issuance ) (the “Newly Issued New Issuance 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 the initial Business Combination on the date of the consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the greater of the Market Value and the Newly Issued Price, and the last sales $18.00 per share redemption trigger price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to described in Section 6.1 below and Section 6.5 shall 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 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, 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 for capital raising purposes in connection with the closing of the 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 shares of Class B common stock, $0.0001 par value per share, Funder Shares (as defined below) held by 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 funding the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price 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 Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 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 Price.