Common use of Adjustments in Warrant Price Clause in Contracts

Adjustments in Warrant Price. 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 (a) 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 (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, (x) 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, 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, 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 Sponsor or its affiliates, without taking into account any shares of common stock of the Company issued prior to the Offering and held by the Sponsor or 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 the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) and (z) the volume-weighted average trading price of shares of Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its 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 of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices 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 Warrant Price. 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 (a) 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 (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, (x) 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, 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, 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 Sponsor or its affiliates, without taking into account any shares of common stock of the Company issued prior to the Offering and held by the Sponsor or 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 the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) )] and (z) the volume-weighted average trading price of shares of Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its 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 of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices 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 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 (ax) 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 (by) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, . 4.3.2 If (xi) 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 exercisable or exchangeable or exercisable for, equity securities for shares of Common Stock for capital raising purposes in connection with the Company, closing of its initial Business Combination (not including any securities issued by the Company which are pledged to secure any obligation of any holder to forward purchase equity securities of the Company, shares) 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 in the case of any such issuance to SilverBox Engaged Sponsor II LLC (the Sponsor “Sponsor”) or its affiliates, without taking into account any shares of Class B common stock stock, par value $0.0001 per share, of the Company issued prior to the Offering and held by the Sponsor or such 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 Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination consummation thereof (net of redemptions) and (ziii) the volume-volume weighted average trading price of shares 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 its 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 $10.00 Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the higher of the Market Value and the New Issuance Price and the $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, 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 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 (ax) 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 (by) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, . 4.3.2 If (xi) 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 exercisable or exchangeable or exercisable for, equity securities for shares of Common Stock for capital raising purposes in connection with the Company, closing of its initial Business Combination (not including any securities issued by the Company which are pledged to secure any obligation of any holder to forward purchase equity securities of the Company, shares) 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 in the case of any such issuance to SilverBox Engaged Sponsor II LLC (the Sponsor “Sponsor”) or its affiliates, without taking into account any shares of Class B common stock stock, par value $0.0001 per share, of the Company issued prior to the Offering and held by the Sponsor or such 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 Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination consummation thereof (net of redemptions) and (ziii) the volume-volume weighted average trading price of shares of the Common Stock during the twenty (20) 20 trading day period starting on the trading day prior to following the day on which effective date of the Company consummates its initial Business Combination registration statement under the Securities Act covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants (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 $10.00 Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the higher of the Market Value and the New Issuance Price and the $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, will 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, 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 purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Section 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 (ax) 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 (by) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, (x) in connection with the closing of the initial Business Combination, . 4.3.2 [If the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing 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, its initial Business Combination at an issue price or effective issue price of less than $9.20 per share shares of Common StockStock (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, 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 Sponsor or its affiliates, without taking into account any founder shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued New Issuance 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 the Company’s initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume-volume weighted average trading price of the shares of Common Stock during the twenty (20) trading 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), 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 $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.]

Adjustments in Warrant Price. Whenever (1) The Warrant Price, the number of shares of Common Stock purchasable upon the exercise of the Warrants and the number of Warrants outstanding shall be subject to adjustment as follows: (A) In case the Company shall at any time (i) declare a dividend on the Common Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is adjustedthe surviving company), as provided in subsection 4.1.1 or Section 4.2 above, the number of shares purchasable upon exercise of each Warrant immediately prior to the date of such event shall be proportionately adjusted so that the holder of each Warrant shall be entitled to receive upon payment of the Warrant Price the aggregate number of shares of the Company that, if such Warrant had been exercised immediately prior to the occurrence of such event, such holder would have owned or have been entitled to receive immediately after the occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. (B) In case the Company shall distribute to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving company) evidences of its indebtedness or assets (including securities but excluding cash dividends or distributions paid out of retained earnings and dividends payable in Common Stock) or subscription rights or warrants, the number of shares purchasable upon exercise of each Warrant shall be adjusted (subject to the nearest centlimitations contained in subparagraph (F) of this Section) by multiplying such the number of shares purchasable upon exercise of each Warrant Price in effect immediately prior to the record date for determination of stockholders entitled to receive such adjustment distribution by a fraction (a) fraction, the numerator of which shall be the number of shares current market price per share of Common Stock purchasable upon the exercise (as defined in subparagraph (D) of the Warrants immediately prior to this Section) on such adjustment, record date and (b) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, (x) 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, 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 such current market 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 less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive) of the portion of the evidences of indebtedness or assets or subscription rights or warrants so to be distributed that are applicable to one share of Common Stock. Such adjustment shall become effective at the close of business on such record date. If after the distribution date (and in the case "Distribution Date") for purposes of distributing to holders of the Common Stock any such issuance stockholder protection, "poison pill" or other similar rights to the Sponsor or its affiliates, without taking into account any shares of common stock subscribe for securities of the Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such issuance) any other entity (the “Newly Issued Price”"Shareholder Rights"), (y) the aggregate gross proceeds from such issuances represent more than 60% exercising holders of the total equity proceeds, and interest thereon, available Warrant are not entitled to receive the Shareholder Rights that would otherwise be attributable (but for the funding of the Company’s initial Business Combination on the date of exercise) to the completion of the Company’s initial Business Combination (net of redemptions) and (z) the volume-weighted average trading price of shares of Common Stock during received upon such exercise, then adjustment of the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the number of shares purchasable upon exercise of each Warrant Price shall be adjusted made under this subparagraph (B) as if the Shareholder Rights were then being distributed to the nearest cent) to be equal to 115% holders of the higher of the Market Value Company's Common Stock. If such an adjustment is made and the Newly Issued PriceShareholder Rights are later [redeemed,] invalidated or terminated, and the $10.00 and $18.00 per share redemption trigger prices 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.then a corresponding reversing adjustment shall

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 (ax) 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 (by) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, . 4.3.2 If (xi) 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 exercisable or exchangeable or exercisable for, equity securities for shares of Common Stock for capital raising purposes in connection with the Company, closing of its initial Business Combination (not including any securities issued by the Company which are pledged to secure any obligation of any holder to forward purchase equity securities of the Company, shares) 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 in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares of Class B common stock stock, par value $0.0001 per share, of the Company issued prior to the Offering and held by the Sponsor or such 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 Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination consummation thereof (net of redemptions) and (ziii) the volume-volume weighted average trading price of shares of the Common Stock during the twenty (20) 20 trading day period starting on the trading day prior to following the day on which effective date of the Company consummates its initial Business Combination registration statement under the Securities Act covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants (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, and the $10.00 and $18.00 per share redemption trigger prices 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 New Issuance Price.

Adjustments in Warrant Price. 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 (ax) 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 (by) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, . If (x) 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 exercisable or exchangeable or exercisable for, equity securities for shares of Common Stock for capital raising purposes in connection with the Company, including any securities issued by the Company which are pledged to secure any obligation closing of any holder to purchase equity securities of the Company, 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 Sponsor or its affiliates, without taking into account any shares of Class B common stock stock, par value $0.0001 per share, of the Company issued prior to the Offering and held by the Sponsor or 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 the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume-volume weighted average trading price of shares 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 its 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 of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, will 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (ax) 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 (by) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, 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, the Company issues additional shares of Common Stock 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, 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 Sponsor initial stockholders (as defined in the Prospectus) or its their affiliates, without taking into account any shares of common stock of the Company issued prior to the Offering and Class B Common Stock (as defined below) held by the Sponsor such stockholders or such 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 the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions) ), and (z) the volume-volume weighted average trading price of shares 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 its initial 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 $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will last sales price of the Common Stock that triggers the Company’s right to redeem the Public Warrants shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.