Common use of Value of Target Business Clause in Contracts

Value of Target Business. The Company agrees that the Target Business or Target Businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, at the time of such acquisition, and that in no event will the Company acquire less than a controlling interest in a Target Business (meaning more than 50% of the voting securities of such Target Business). If the Company acquires less than 100% of a Target Business in an Initial Business Combination, the aggregate fair market value of the portion of the Target Business acquired by the Company must equal at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, at the time of such acquisition. The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, values of comparable businesses, earnings and cash flow and/or book value. If the Board of Directors of the Company is not able to independently determine that the Target Business has a fair market value of at least 80% of the sum of the balance in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities) at the time of such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

Value of Target Business. The Company agrees that the Target Business or Target Businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance amount held in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities, ) at the time of such acquisition, and the signing of a definitive agreement in connection with the Company’s Initial Business Combination. In the event that in no event will the Company structures its Initial Business Combination to acquire less than 100% of the equity interests of a Target Business, the Company will not acquire less than a controlling interest in a such Target Business (meaning more not less than 5050.1% of the voting securities of such Target Business). If the Company acquires less than 100% of a Target Business in an the Initial Business Combination, the aggregate fair market value of the portion of the Target Business acquired by the Company must equal at least 80% of the sum of the balance amount held in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities, ) at the time of such acquisitionthe signing of a definitive agreement in connection with the Company’s Initial Business Combination. The fair market value of such business must a Target Business or portion thereof shall be determined by the Board of Directors of the Company based upon one or more standards generally accepted by the financial community, such as actual and potential sales, the values of comparable businesses, earnings and cash flow and/or book value. If the Board of Directors of the Company is not able to determine independently determine that the Target Business has a sufficient fair market value of at least 80% of to meet the sum of the balance in the Trust Account (excluding the Deferred Discountthreshold criteria, including any of which relates to the Option Securities) at the time of such Initial Business Combination, the Company it will obtain an opinion from an unaffiliated, independent investment banking firm which that is a member of the FINRA with respect to the satisfaction of such the criteria. The Except as otherwise provided herein, the Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business if the Company’s Board of Directors independently determines that the Target Business does have has sufficient fair market valuevalue to meet the threshold criteria.

Value of Target Business. The Company agrees that the Target Business target business or Target Businesses target businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, Discount at the time of such acquisition, and that in no . In the event will the Company structures its Initial Business Combination to acquire less than 100% of the equity interests of a target business, it will not acquire less than a controlling interest in a Target Business the target business (meaning more than 50% of the voting securities of such Target Businesstarget business). If the Company acquires less than 100% of a Target Business target business in an the Initial Business Combination, the aggregate fair market value of the portion of the Target Business target business acquired by the Company must equal at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, Discount at the time of such acquisition. The fair market value of such business must shall be determined by the Board of Directors of the Company based upon standards generally accepted by the financial communitycommunity as applicable and appropriate in the valuation of businesses in the industry of the target business being considered by the Company, such as actual comparable company analysis, industry analysis, forecasted financial data analysis and potential sales, values other relevant indicia of comparable businesses, earnings and cash flow and/or book value. If the Board of Directors of the Company is not able to independently determine that the Target Business target business has a fair market value of at least 80% of the sum of the balance in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities) at the time of such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business target business if the Company’s Board of Directors independently determines that the Target Business target business does have sufficient fair market value.

Value of Target Business. The Company agrees that the Target Business or Target Businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance amount held in the Trust Account (excluding the Deferred Discount, but including any of which relates amounts paid to Public Stockholders properly exercising their conversion rights in connection with the Option Securities, Extension Vote) at the time of such acquisition, and . In the event that in no event will the Company structures its Initial Business Combination to acquire less than 100% of the equity interests of a Target Business, the Company will not acquire less than a controlling interest in a such Target Business (meaning more not less than 5050.1% of the voting securities of such Target Business). If the Company acquires less than 100% of a Target Business in an the Initial Business Combination, the aggregate fair market value of the portion of the Target Business acquired by the Company must equal at least 80% of the sum of the balance amount held in the Trust Account (excluding the Deferred Discount, but including any of which relates amounts paid to Public Stockholders properly exercising their conversion rights in connection with the Option Securities, Extension Vote) at the time of such acquisition. The fair market value of such business must a Target Business or portion thereof shall be determined by the Board of Directors of the Company based upon one or more standards generally accepted by the financial community, such as actual and potential sales, the values of comparable businesses, earnings and cash flow and/or book value. If the Board of Directors of the Company is not able to determine independently determine that the Target Business has a sufficient fair market value of at least 80% of to meet the sum of the balance in the Trust Account (excluding the Deferred Discountthreshold criteria, including any of which relates to the Option Securities) at the time of such Initial Business Combination, the Company it will obtain an opinion from an unaffiliated, independent investment banking firm which that is a member of the FINRA with respect to the satisfaction of such the criteria. The Except as otherwise provided herein, the Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business if the Company’s Board of Directors independently determines that the Target Business does have has sufficient fair market valuevalue to meet the threshold criteria.

Value of Target Business. The Company agrees that the Target Business or Target Businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance amount held in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities, ) at the time of such acquisition, and . In the event that in no event will the Company structures its Initial Business Combination to acquire less than 100% of the equity interests of a Target Business, the Company will not acquire less than a controlling interest in a such Target Business (meaning more not less than 5050.1% of the voting securities of such Target Business). If the Company acquires less than 100% of a Target Business in an the Initial Business Combination, the aggregate fair market value of the portion of the Target Business acquired by the Company must equal at least 80% of the sum of the balance amount held in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities, ) at the time of such acquisition. The fair market value of such business must a Target Business or portion thereof shall be determined by the Board of Directors of the Company based upon one or more standards generally accepted by the financial community, such as actual and potential sales, the values of comparable businesses, earnings and cash flow and/or book value. If the Board of Directors of the Company is not able to determine independently determine that the Target Business has a sufficient fair market value of at least 80% of to meet the sum of the balance in the Trust Account (excluding the Deferred Discountthreshold criterion, including any of which relates to the Option Securities) at the time of such Initial Business Combination, the Company it will obtain an opinion from an unaffiliated, independent investment banking firm which that is a member of the FINRA with respect to the satisfaction of such criteriathe criterion. The Except as otherwise provided herein, the Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business if the Company’s Board of Directors independently determines that the Target Business does have has sufficient fair market valuevalue to meet the threshold criterion.

Value of Target Business. The Company agrees that the Target Business target business or Target Businesses target businesses that it acquires in an Initial Business Combination must have a collective fair market value equal to at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, Discount at the time of such acquisition, and that in no event will the Company acquire less than a controlling interest in a Target Business target business (meaning more than 50% of the voting securities of such Target Businesstarget business). If the Company acquires less than 100% of a Target Business target business in an the Initial Business Combination, the aggregate fair market value of the portion of the Target Business target business acquired by the Company must equal at least 80% of the sum of the balance in the Trust Account excluding the Deferred Discount, including any of which relates to the Option Securities, Discount at the time of such acquisition. The fair market value of such business must shall be determined by the Board of Directors of the Company based upon standards generally accepted by the financial communitycommunity as applicable and appropriate in the valuation of businesses in the industry of the target business being considered by the Company, such as actual comparable company analysis, industry analysis, forecasted financial data analysis and potential sales, values other relevant indicia of comparable businesses, earnings and cash flow and/or book value. If the Board of Directors of the Company is not able to independently determine that the Target Business target business has a fair market value of at least 80% of the sum of the balance in the Trust Account (excluding the Deferred Discount, including any of which relates to the Option Securities) at the time of such Initial Business Combination, the Company will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of FINRA with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion from an investment banking firm as to the fair market value of the Target Business target business if the Company’s Board of Directors independently determines that the Target Business target business does have sufficient fair market value.