Common use of Extraordinary Dividends Clause in Contracts

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval to satisfy the redemption rights of the holders of the Ordinary Shares in connection with an initial a vote to amend the Company’s amended and restated memorandum and articles of association as provided therein to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the Business Combination or as otherwise permitted by within the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued period set forth in the Public OfferingCompany’s amended and restated memorandum and articles of association, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an initial a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of Common Stock if the Company does not complete the Business Combination or as otherwise permitted by within 24 months from the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result closing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an a stockholder vote to amend the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between shares of Common Stock included in the Units sold in the Offering if the Company does not complete the Business Combination within the time period set forth in the Company’s amended and the Warrant Agent dated restated certificate of even date herewith incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of the shares of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board Board of directorsDirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering). Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Common Stock during the 365-day period ending on the date of declaration of such $0.35 per share dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the aggregate amount of all cash dividends and cash distributions paid or made in such 365- day period, including such $0.35 dividend) and $0.50 per share (the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith herewith, (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval to satisfy the redemption rights of the holders of the Ordinary Shares in connection with an initial a vote to amend the Company’s amended and restated memorandum and articles of association as provided therein to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between public shares if the Company and does not complete the Warrant Agent dated of even date herewith (e) or as a result of Business Combination within the issuance of Ordinary Shares as a result of conversion of the Rights issued period set forth in the Public OfferingCompany’s amended and restated memorandum and articles of association, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between shareholders of the Company and the Warrant Agent dated of even date herewith for approval or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-non- excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share Shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis Ordinary Share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4. 1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an initial a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of Common Stock if the Company does not complete the Business Combination or as otherwise permitted by within 24 months from the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result closing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”’), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of the Ordinary Shares by the Company in connection with an initial Business Combination a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association, as amended from time to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays a dividend or make makes a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock securities into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of the Ordinary Shares in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to provide holders of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) right to have their shares redeemed in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Amended and Restated Memorandum and Articles of Association, or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directors, directors (the “Board”) in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (a) as described in subsection 4.1 Section 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval to satisfy the redemption rights of the holders of the Ordinary Shares in connection with an initial a vote to amend the Company’s amended and restated memorandum and articles of association as provided therein to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between public shares if the Company and does not complete the Warrant Agent dated of even date herewith (e) or as a result of Business Combination within the issuance of Ordinary Shares as a result of conversion of the Rights issued period set forth in the Public OfferingCompany’s amended and restated memorandum and articles of association, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3Section 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Common Stock a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to affect the substance or timing of the Company’s obligation to provide for the redemption of Class A Common Stock in connection with an initial Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between Company’s public shares if the Company does not consummate its initial Business Combination within the time period set forth in the Company’s amended and the Warrant Agent dated restated certificate of even date herewith incorporation or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than ) (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For ; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1.1 above, “Ordinary Cash Dividends” means (b) any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Exercise Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividend or cash distribution equal to or less than $0.50, (c) any payment to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than ) (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For ; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per per-share amounts amount of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant), (c) does any payment to satisfy the redemption rights of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) any payment to satisfy the redemption rights of the holders of the Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company has not exceed completed its initial Business Combination within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, or (e) any payment in connection with the redemption of the shares of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Class A Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Class A Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Class A Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an initial a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete the Business Combination within the time period set forth in the Company’s Charter or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of public shares of Common Stock upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by Common Stock in connection with a stockholder vote to amend the Company Company’s Charter (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares of Common Stock in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between to redeem 100% of such shares if the Company and has not consummated an initial Business Combination within such time as is described in the Warrant Agent dated of even date herewith Company’s Charter or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, or, (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of the shares of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of Common Stock a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an initial Business Combination a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares shares of Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company shares of Common Stock in connection with an a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between Company’s public shares of Common Stock if the Company and does not complete its initial Business Combination within the Warrant Agent dated of even date herewith time period set forth therein or (eii) with respect to any other provision relating to the Company’s stockholders’ rights or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offeringpre-initial Business Combination activity, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares in the capital of the Company’s capital stock Company into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s amended and restated memorandum and articles of association (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Units in Company paid a $1.00 dividend to 17,500,000 of such shares (with the Offeringremaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a cash dividend or make a distribution in cash, securities or other assets to the holders of the Class A Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Class A Ordinary Share Shares in respect of such Extraordinary Dividend. For ; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Class A Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (being 5% c) any payment to satisfy the conversion rights of the offering price holders of the Units Class A Ordinary Shares in connection with a proposed initial Business Combination or (d) any payment in connection with the OfferingCompany’s liquidation and the distribution of its assets upon its failure to consummate the Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Class A Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 per share dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 per share (the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-365- day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of the Ordinary Shares by in connection with a shareholder vote to amend the Company Company’s amended and restated memorandum and articles of association (i) to affect the substance or timing of the Company’s obligation to provide for the redemption of Class A ordinary shares in connection with an initial Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between Company’s public shares if the Company and does not consummate its initial Business Combination within 24 months from the Warrant Agent dated of even date herewith (e) or as a result closing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combinationbusiness combination, (d) as a result of the repurchase of Ordinary Shares Common Stock by the Company in connection with an initial Business Combination business combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Memorandum and Articles of Association (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to each of 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with an initial Business Combination a shareholder vote to amend the Charter (A) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “Public Shares”) if the Company does not complete the Business Combination within the period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of Public Shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares shares of Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company shares of Common Stock in connection with an a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between Company’s public shares if the Company and does not complete its initial Business Combination within the Warrant Agent dated of even date herewith period set forth in the Charter or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directors, directors (the “Board”) in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an a stockholder vote to amend the Company’s amended and restated certificate of incorporation (as amended from time to time, the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete the Business Combination within the period set forth in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offeringactivity, or (fe) in connection with the Company’s liquidation redemption of public shares of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of shares of Common Stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of Common Stock, (e) as a result of the repurchase of Ordinary Shares Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, for approval or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an initial Business Combination a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion Company’s obligation to redeem 100% of the Rights issued shares of Common Stock included in the Public Offering, Units sold in the Offering if the Company does not complete the Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (fii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity or (e) in connection with the Company’s liquidation redemption of the shares of Common Stock included in the Public Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Public Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Units in Company paid a $1.00 dividend to 17,500,000 of such shares (with the Offeringremaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than ) (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directors, Board in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For ; provided, however, that none of the following dividends or distributions shall be deemed an Extraordinary Dividend for purposes of this subsection 4.3, “Ordinary Cash Dividends” means provision: (a) as described in Section 4.1.1 above; (b) any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) to the extent it does not exceed $0.50 0.50; (being 5c) to satisfy the redemption rights of the holders of Common Stock in connection with a proposed initial Business Combination; (d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the offering price Common Stock if the Company does not complete the initial Business Combination within 24 months from the closing of the Units Public Offering or any extended time that the Company has to complete a Business Combination beyond 24 months as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; or (e) in connection with the Offering)redemption of all of the Company’s public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares shares of Common Stock in connection with a proposed initial Business Combinationbusiness combination or vote to extend the time period to complete an initial business combination, (d) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an initial Business Combination business combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Public Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a vote to amend the Company’s amended and restated memorandum and articles of association pursuant to Regulation 23.11 thereof, (e) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith for approval or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of the Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis of the Common Stock basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of the Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Company’s Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares shares of Common Stock in connection with a proposed initial Business Combination or vote to extend the time period to complete an initial Business Combination, (d) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering). The foregoing adjustment shall not apply to the Private Warrants.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Public Subunits in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Units in Company paid a $1.00 dividend to 17,500,000 of such shares (with the Offeringremaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a cash dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For ; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets There will be no adjustments to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) Price Multiplier to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions paid with respect to the shares of the Index Fund other than Extraordinary Dividends, as described below, and distributions described under the section entitled “—Other Distributions” and “—Reorganization Events” below. An “Extraordinary Dividend” means, with respect to a cash dividend or other distribution with respect to the shares of the Index Fund, a dividend or other distribution that resulted the calculation agent determines, in its sole discretion, is not declared or otherwise made according to the Index Fund’s then-existing policy or practice of paying such dividends on a quarterly or other regular basis. If an Extraordinary Dividend occurs with respect to the Index Fund, the Price Multiplier will be adjusted on the ex-dividend date with respect to the Extraordinary Dividend so that the new Price Multiplier will equal the product of: Table of Contents • the prior Price Multiplier; and • a fraction, the numerator of which is the Closing Market Price per share of the Index Fund on the trading day preceding the ex-dividend date, and the denominator of which is the amount by which the Closing Market Price per share of the Index Fund on the trading day preceding the ex-dividend date exceeds the Extraordinary Dividend Amount. The “Extraordinary Dividend Amount” with respect to an Extraordinary Dividend for the shares of the Index Fund will equal: • in the case of cash dividends or other distributions that constitute regular dividends, the amount per share of the Index Fund of that Extraordinary Dividend minus the amount per share of the immediately preceding non-Extraordinary Dividend for that share of the Index Fund; or • in the case of cash dividends or other distributions that do not constitute regular dividends, the amount per share of the Index Fund of that Extraordinary Dividend. To the extent an Extraordinary Dividend is not paid in cash, the value of the non-cash component will be determined by the calculation agent, whose determination will be conclusive. A distribution on the shares of the Index Fund described under the sections entitled “—Reorganization Events” and “—Other Distributions” below that also constitute an Extraordinary Dividend will only cause an adjustment pursuant to those respective sections. Other Distributions. If the Warrant Price Index Fund, after the pricing date, declares or makes a distribution to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% all holders of the offering price shares of the Units Index Fund of any class of its capital stock, evidences of its indebtedness or other non-cash assets, including, but not limited to, transferable rights and warrants, then, in each of these cases, the Offering)Price Multiplier will be adjusted such that the new Price Multiplier will equal the product of: • the prior Price Multiplier; and • a fraction, the numerator of which will be the Closing Market Price per share of the Index Fund, and the denominator of which will be the Closing Market Price per share of the Index Fund, less the fair market value, as determined by the calculation agent, as of the time the adjustment is effected of the portion of the capital shares, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one share of the Index Fund.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles”) that would affect the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company does not complete the Company’s initial Business Combination within the time period set forth in the Company’s Memorandum and Articles or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the redemption of the Ordinary Shares upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), or (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination Transaction (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis of the Common Stock, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 0.25 (being 5% of the offering price of the Units in the Company’s Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a cash dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For ; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Common Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares shares of Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith for approval or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and redemption of public shares upon the distribution failure of the Company to complete its assets upon its failure to consummate a Business Combination initial business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Common Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this subsection 4.3, “Ordinary Cash Dividends” means provision: (a) any adjustment described in Section 4.1; (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50; (c) any payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement); or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Units in Company paid a $1.00 dividend to 17,500,000 of such shares (with the Offeringremaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith for approval or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis of Common Stock basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Company’s Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Common Stock a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of shares of Common Stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of Common Stock, (e) as a result of the repurchase of Ordinary Shares Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, for approval or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith herewith, (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant), (c) does not exceed any payment to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s amended and restated memorandum and articles of association, as amended from time to time (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Units in Company paid a $1.00 dividend to 17,500,000 of such shares (with the Offeringremaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination or as otherwise permitted by within the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued period set forth in the Public OfferingCompany’s amended and restated memorandum and articles of association or with respect to any other material provision relating to shareholders’ rights or pre-Business Combination activity, or (fe) in connection with the redemption of the Ordinary Shares included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering)0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Units in Company paid a $1.00 dividend to 17,500,000 of such shares (with the Offeringremaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith for approval or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-non- excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis of Common Stock basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Company’s Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Class A Common Stock on account of such Ordinary Shares shares of Class A Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Class A Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Class A Common Stock in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation that (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or as otherwise permitted by redeem 100% of the Investment Management Trust Agreement between Class A Common Stock if the Company and does not complete the Warrant Agent dated of even date herewith (e) or as a result of Company’s initial Business Combination within the issuance of Ordinary Shares as a result of conversion of the Rights issued time period set forth in the Public OfferingCompany’s amended and restated certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, or (fe) in connection with the redemption of the Class A Common Stock upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Class A Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Class A Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Class A ordinary shares on account of such Ordinary Shares Class A ordinary shares (or other shares of the Company’s capital stock securities into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Class A ordinary shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Class A ordinary shares in connection with an initial Business Combination a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share Class A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares Class A ordinary shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares shares of Common Stock in connection with a proposed initial Business Combination or vote to extend the time period to complete an initial Business Combination, (d) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith for approval or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of the Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis of the Common Stock basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of the Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Company’s Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combinationbusiness combination, (d) as a result of the repurchase of Ordinary Shares Common Stock by the Company in connection with an initial Business Combination business combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination business combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than ) (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this subsection 4.3provision: (a) any adjustment described in Section 4.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) any payment to satisfy the redemption rights of the holders of the shares of Common Stock in connection with certain amendments to the Company’s amended and restated certificate of incorporation (“Certificate of Incorporation”) (as described in the Registration Statement) or (e) any payment in connection with the redemption of the shares of Common Stock if the Company does not exceed complete an initial Business Combination within the time period set forth in the Certificate of Incorporation and any subsequent distribution of its assets upon its liquidation. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Units in Company paid a $1.00 dividend to 17,500,000 of such shares (with the Offeringremaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an a stockholder vote to amend the Company’s amended and restated certificate of incorporation (as amended from time to time, the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete the Business Combination within the period set forth in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offeringactivity, or (fe) in connection with the Company’s liquidation redemption of public shares of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (ai) as described in subsection 4.1 Section 4.1.1 above, (bii) Ordinary Cash Dividends (as defined below), (ciii) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (div) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company has not consummated its initial Business Combination within the period set forth in the Company’s amended and restated memorandum and articles of association or as otherwise permitted by (B) with respect to any other provision relating to the Investment Management Trust Agreement between the Company and the Warrant Agent dated rights of even date herewith (e) or as a result holders of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offeringor pre-initial Business Combination activity, or (fv) in connection with the redemption of the Ordinary Shares upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3Section 4.1.2, “Ordinary Cash Dividends” means any cash dividend or dividend, cash distribution or distribution of Ordinary Shares by way of capitalization from profit and loss account which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and dividends, cash distributions and distributions of Ordinary Shares by way of capitalization from profit and loss account paid or made on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or dividends, cash distributions or distributions of Ordinary Shares by way of capitalization from profit and loss account that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Ordinary Shares a dividend or make makes a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of the Ordinary Shares by the Company in connection with an initial Business Combination a shareholder vote to amend the A&R Memorandum (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period set forth in the A&R Memorandum, or (ii) with respect to any other provision relating to the rights of holders of Ordinary Shares, or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each the Ordinary Share Shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of the Ordinary Shares by the Company in connection with an a shareholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within the period set forth in the Charter or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directors, directors (the “Board”) in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (ai) as described in subsection 4.1 4.1.1 above, (bii) Ordinary Cash Dividends (as defined below), (ciii) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (div) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company has not consummated its initial Business Combination within eighteen (18) months from the closing of this offering or as otherwise permitted by (B) with respect to any other provision relating to the Investment Management Trust Agreement between the Company and the Warrant Agent dated rights of even date herewith (e) or as a result holders of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offeringor pre-initial Business Combination activity, or (fv) in connection with the redemption of the Ordinary Shares upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (a) as described in subsection 4.1 Section 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval to satisfy the redemption rights of the holders of the Ordinary Shares in connection with an initial a vote to amend the Company’s amended and restated memorandum and articles of association as provided therein to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between public shares if the Company and does not complete the Warrant Agent dated of even date herewith (e) or as a result of Business Combination within the issuance of Ordinary Shares as a result of conversion of the Rights issued period set forth in the Public OfferingCompany’s amended and restated memorandum and articles of association, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3Section 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering). Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Class A ordinary shares on account of such Ordinary Shares Class A ordinary shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than ) (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share Class A ordinary share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding Class A ordinary shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding Class A ordinary shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares Class A ordinary shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 (being 5“Ordinary Cash Dividends”), (c) any payment to satisfy the redemption rights of the holders of the Class A ordinary shares in connection with a proposed initial Business Combination or a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the offering price Company’s Class A ordinary shares if the Company does not complete its initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association, as amended from time to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, or (d) any payment in connection with the redemption of Class A ordinary shares upon the failure of the Units Company to complete its initial Business Combination and any subsequent liquidation and distribution of its assets upon its liquidation or failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Class A ordinary shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the Offeringgreater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of shares of Common Stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of Common Stock, (e) as a result of the repurchase of Ordinary Shares Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, for approval or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.10 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, as amended from time to time (the “Charter”), to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete the Business Combination within the time period set forth in the Charter, (e) as a result of the repurchase redemption of public Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of public Ordinary Shares upon the failure to consummate a Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of the Ordinary Shares by the Company in connection with an initial Business Combination a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association, as amended from time to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 per share (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 (being 5% of the offering price of the Units in the Offering)per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by Common Stock in connection with a stockholder vote to amend the Company Company’s Charter (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of its public shares of Common Stock in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between to redeem 100% of such shares if the Company and has not consummated an initial Business Combination within such time as is described in the Warrant Agent dated of even date herewith Charter or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, or, (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of the shares of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Board of Directors of the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an a stockholder vote to amend the Company’s amended and restated certificate of incorporation (as amended from time to time, the “Charter”) that would affect the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering (the “Public Shares”) if the Company does not complete the Business Combination within the period set forth in the Charter or with respect to any other provision relating to the rights of holders of Common Stock or pre-initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offeringactivity, or (fe) in connection with the Company’s liquidation redemption of Public Shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the OfferingOffering and which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (aA) as described in subsection 4.1 4.1.1 above, (bB) Ordinary Cash Dividends (as defined below), (cC) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (dD) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an initial Business Combination a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete the Business Combination within 24 months from the closing of the Offering or any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, or (E) in connection with the redemption of all of the Offering Shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering price of the Units in the Offering)0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith herewith, (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (ai) as described in subsection 4.1 Section 4.1.1 above, (bii) Ordinary Cash Dividends (as defined below), (ciii) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (div) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles”) (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company has not consummated its initial Business Combination within 24 months, or such earlier liquidation date as otherwise permitted by the Investment Management Trust Agreement between Board may approve, from the Company and the Warrant Agent dated of even date herewith (e) or as a result closing of the issuance Offering or (B) with respect to any other material provision relating to the rights of holders of the Ordinary Shares as a result of conversion of the Rights issued in the Public Offeringor pre-initial Business Combination activity, or (fv) in connection with the redemption of the Ordinary Shares upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3Section 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend dividend, capitalization or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval to satisfy the redemption rights of the holders of the Ordinary Shares in connection with an initial a vote to amend the Company’s amended and restated memorandum and articles of association as provided therein to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between public shares if the Company and does not complete the Warrant Agent dated of even date herewith (e) or as a result of Business Combination within the issuance of Ordinary Shares as a result of conversion of the Rights issued period set forth in the Public OfferingCompany’s amended and restated memorandum and articles of association, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 0.10 (being 51% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (ai) as described in subsection 4.1 4.1.1 above, (bii) Ordinary Cash Dividends (as defined below), (ciii) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (div) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company has not consummated its initial Business Combination within twenty-four (24) months from the closing of this offering or as otherwise permitted by (B) with respect to any other provision relating to the Investment Management Trust Agreement between the Company and the Warrant Agent dated rights of even date herewith (e) or as a result holders of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offeringor pre-initial Business Combination activity, or (fv) in connection with the redemption of the Ordinary Shares upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share Shares in respect of such Extraordinary Dividend. For ; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of the Common Stock a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (i) to affect the substance or timing of the Company’s obligation to provide for the redemption of Class A Common Stock in connection with an initial Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between Company’s public shares if the Company and does not consummate its initial Business Combination within 18 months from the Warrant Agent dated of even date herewith (e) or as a result closing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith for approval or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-non- excluded event being referred to herein as an ““ Extraordinary DividendDividend ”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share Shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2 , ““ Ordinary Cash DividendsDividends ” means any cash dividend or cash distribution which, when combined on a per share basis of the Ordinary Share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Company’s Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock Company into which the Warrants are convertible), other than (ai) as described in subsection 4.1 Section 4.1.1 above, (bii) Ordinary Cash Dividends (as defined below), (ciii) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (div) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”) (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company has not consummated its initial Business Combination within 15 months (or as otherwise permitted by the Investment Management Trust Agreement between up to 21 months if the Company and extends the Warrant Agent dated period of even date herewith (etime to consummate its initial Business Combination in accordance with the terms its Charter) or as a result from the closing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (fB) with respect to any other material provision relating to the rights of holders of the Common Stock or pre-initial Business Combination activity, or (v) in connection with the redemption of the Common Stock upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3Section 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Class A Common Stock or other shares in the capital of the Company’s capital stock Company into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any stockholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Class A Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Class A Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s amended and restated certificate of incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Class A Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Units in Company paid a $1.00 dividend to 17,500,000 of such shares (with the Offeringremaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than ) (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For ; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1.1 above, “Ordinary Cash Dividends” means (b) any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-365- day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Exercise Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividend or cash distribution equal to or less than $0.50, (c) any payment to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all or substantially all of the holders of Common Stock a dividend or make makes a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an initial Business Combination a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated certificate of incorporation, as amended from time to time, or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-365- day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business CombinationPartnering Transaction, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with an initial Business Combination a shareholder vote to amend the Company’s memorandum and articles of association to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance Company’s obligation to redeem 100% of Ordinary Shares as a result of conversion if the Company does not complete the Partnering Transaction within 24 months from the closing of the Rights issued Offering (or 27 months if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Public Partnering Transaction within 24 months from the closing of the Offering) or with respect to any other provisions relating to the rights of holders of Ordinary Shares, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Partnering Transaction and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (being 5% of the offering price of the Units in the Offering (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a cash dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For ; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith for approval or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-non- excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with an a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included in the Units if the Company does not complete the Business Combination within the period set forth in the Charter or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith to provide for redemption in connection with a Business Combination or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of public Ordinary Shares included in the Units upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the OfferingUnits).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares shares of Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a vote to amend the Company’s amended and restated certificate of incorporation pursuant to Section 9.7 thereof, (e) as a result of the repurchase of Ordinary Shares shares of Common Stock by the Company in connection with an if a proposed initial Business Combination or as otherwise permitted by is presented to the Investment Management Trust Agreement between stockholders of the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, for approval or (f) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares shares of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Public Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Public Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Public Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Public Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association of the Company (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s share capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company in connection with a shareholder vote to approve an amendment to the Company’s Memorandum and Articles to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination or as otherwise permitted by within the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued period set forth in the Public OfferingCompany’s Memorandum and Articles or with respect to any other material provision relating to shareholders’ rights or pre-Business Combination activity, or (fe) in connection with the redemption of the Ordinary Shares included in the Units sold in the Offering upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete the Company’s initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering)0.50.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay pays to all holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of the Ordinary Shares by the Company in connection with an initial Business Combination a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required by the Company’s amended and restated memorandum and articles of association, as amended from time to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Private Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account shares of such Ordinary Shares (Common Stock or other shares of the Company’s capital stock into which the Private Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Private Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Private Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the offering price Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the Units in remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Offering)Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares Class A ordinary shares on account of such Ordinary Shares Class A ordinary shares (or other shares of the Company’s capital stock securities into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Class A ordinary shares in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Class A ordinary shares in connection with an initial Business Combination a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result timing of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) Company’s obligation to allow redemption in connection with the Company’s liquidation initial Business Combination or to redeem 100% of its public shares if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsdirectors (“Board”), in good faith) of any securities or other assets paid on each Ordinary Share Class A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares Class A ordinary shares issuable on exercise of each Warrant) does not exceed $0.50 per share (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than convertible (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated of even date herewith (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board Board of directorsDirectors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.34.1 above, “Ordinary Cash Dividends” means (b) any cash dividend dividends or cash distribution distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-365- day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association (as described in the Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (being 5% the greater of (x) $0.50 and (y) the offering price aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offeringsuch 365-day period prior to such $0.35 dividend)).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares Class A Common Stock on account of such Ordinary Shares shares of Class A Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Class A Common Stock in connection with a proposed initial Initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Class A Common Stock in connection with a stockholder vote to approve an initial amendment to the Company’s amended and restated certificate of incorporation (i) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Class A Common Stock if the Company does not complete the Company’s Initial Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or as otherwise permitted by (ii) with respect to any other provision relating to the Investment Management Trust Agreement between the Company and the Warrant Agent dated rights of even date herewith (e) or as a result holders of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public OfferingClass A Common Stock or pre-Initial Business Combination activity, or (fe) in connection with the redemption of the Class A Common Stock upon the Company’s liquidation and the distribution of its assets upon its failure to consummate a complete the Company’s Initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directors, in good faith) of any securities or other assets paid on each Ordinary Share share of Class A Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Class A Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business CombinationPartnering Transaction, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an initial Business Combination a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or as otherwise permitted by timing of the Investment Management Trust Agreement between Company’s obligation to redeem 100% of Common Stock if the Company and does not complete the Warrant Agent dated Partnering Transaction within 24 months from the closing of even date herewith the Offering (eor 27 months if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months from the closing of the Offering) or as a result with respect to any other provisions relating to the rights of the issuance holders of Ordinary Shares as a result of conversion of the Rights issued in the Public OfferingCommon Stock, or (fe) in connection with the Company’s liquidation redemption of public shares upon the failure of the Company to complete its initial Partnering Transaction and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board of directorsBoard, in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $1.25 (being 5% of the offering price of the CAPS™ in the Offering (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed )). Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $1.00 per share on the shares of Common Stock and previously paid an aggregate of $0.75 of cash dividends and cash distributions on the shares of Common Stock during the 365-day period ending on the date of declaration of such $1.00 per share dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 per share dividend, by $0.50 (being 5% the absolute value of the offering price difference between $1.75 per share (the aggregate amount of the Units all cash dividends and cash distributions paid or made in the Offering)such 365-day period, including such $1.00 dividend) and $1.25 per share.

Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Ordinary Shares Common Stock on account of such Ordinary Shares shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion redemption rights of the holders of the Ordinary Shares Common Stock in connection with a proposed initial Business Combination, (d) as a result to satisfy the redemption rights of the repurchase holders of Ordinary Shares by the Company Common Stock in connection with an a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or as otherwise permitted by to redeem 100% of the Investment Management Trust Agreement between shares of Common Stock included in the Units sold in the Offering if the Company does not complete the Business Combination within the time period set forth in the Company’s amended and the Warrant Agent dated restated certificate of even date herewith incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity or (e) or as a result of the issuance of Ordinary Shares as a result of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation redemption of the shares of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and the any subsequent distribution of its assets upon its failure to consummate a Business Combination liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and and/or the fair market value (as determined by the Company’s board Board of directorsDirectors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.34.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering). Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 per share and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Common Stock during the 365-day period ending on the date of declaration of such $0.35 per share dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 per share dividend, by $0.25 (the absolute value of the difference between $0.75 per share (the aggregate amount of all cash dividends and cash distributions paid or made in such 365- day period, including such $0.35 dividend) and $0.50 per share (the greater of (x) $0.50 per share and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).