Common use of Certain Adjustments to Exercise Price Clause in Contracts

Certain Adjustments to Exercise Price. 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 Company’s initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s pre-Public Offering stockholders or their affiliates, without taking into account any shares held by the Company’s pre-Public Offering stockholders or their affiliates, as applicable, prior to such issuance), (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 the Company’s Common Stock during the 20-trading day period starting on the trading day prior to the consummation of the Company’s initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described in Section 6.1 below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.

Certain Adjustments to Exercise Price. 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 Company’s initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s pre-Public Offering stockholders or their affiliates, without taking into account any shares held by the Company’s pre-Public Offering stockholders or their affiliates, as applicable, prior to such issuance), (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 the Company’s Common Stock during the 20-20 trading day period starting on the trading day prior to the consummation of the Company’s initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 18.00 per share redemption trigger price described in Section 6.1 below will be adjusted (to the nearest cent) to be equal to 165180% of the Market Value.

Certain Adjustments to Exercise Price. 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 Company’s initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s pre-Public Offering stockholders or their affiliates, without taking into account any shares held by the Company’s pre-Public Offering stockholders or their affiliates, as applicable, prior to such issuance), (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 the Company’s Common Stock during the 20-20 trading day period starting on the trading day prior to the consummation of the Company’s initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described in Section 6.1 below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.