Common use of Adjustments in Warrant Price Clause in Contracts

Adjustments in Warrant Price. (1) The Warrant Price, the number of shares purchasable upon exercise of the Warrants and the number of Warrants outstanding shall be subject to adjustment as follows: (A) In case the Company shall at any time (i) declare a dividend on the Common Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving company), the number of shares purchasable upon exercise of each Warrant immediately prior to the date of such event shall be proportionately adjusted so that the holder of each Warrant shall be entitled to receive upon payment of the Warrant Price the aggregate number of shares of the Company that, if such Warrant had been exercised immediately prior to the occurrence of such event, such holder would have owned or have been entitled to receive immediately after the occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. (B) In case the Company shall distribute to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving company) evidences of its indebtedness or assets (including securities but excluding cash dividends or distributions paid out of retained earnings and dividends payable in Common Stock) or subscription rights or warrants, the number of shares purchasable upon exercise of each Warrant shall be adjusted (subject to the limitations contained in subparagraph (F) of this Section) by multiplying the number of shares purchasable upon exercise of each Warrant in effect immediately prior to the record date for determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the current market price per share of Common Stock (as defined in subparagraph (D) of this Section) on such record date and the denominator of which shall be such current market price per share of Common Stock, less the fair market value (as determined by the Board of Directors, whose determination shall be conclusive) of the portion of the evidences of indebtedness or assets or subscription rights or warrants so to be distributed that are applicable to one share of Common Stock. Such adjustment shall become effective at the close of business on such record date. If after the distribution date (the "Distribution Date") for purposes of distributing to holders of the Common Stock any stockholder protection, "poison pill" or other similar rights to subscribe for securities of the Company or any other entity ("Shareholder Rights"), exercising holders of the Warrant are not entitled to receive the Shareholder Rights that would otherwise be attributable (but for the date of exercise) to the shares of Common Stock received upon such exercise, then adjustment of the number of shares purchasable upon exercise of each Warrant shall be made under this subparagraph (B) as if the Shareholder Rights were then being distributed to holders of the Company's Common Stock. If such an adjustment is made and the Shareholder Rights are later [redeemed,] invalidated or terminated, then a corresponding reversing adjustment shall

Adjustments in Warrant Price. (1) The Warrant Price, Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants and the number of Warrants outstanding shall be subject to adjustment is adjusted, as follows: (A) In case the Company shall at any time (i) declare a dividend on the Common Stock provided in shares of its capital stocksubsection 4.1.1 or Section 4.2 above, (ii) subdivide its outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving company), the number of shares purchasable upon exercise of each Warrant immediately prior to the date of such event shall be proportionately adjusted so that the holder of each Warrant shall be entitled to receive upon payment of the Warrant Price the aggregate number of shares of the Company that, if such Warrant had been exercised immediately prior to the occurrence of such event, such holder would have owned or have been entitled to receive immediately after the occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. (B) In case the Company shall distribute to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving company) evidences of its indebtedness or assets (including securities but excluding cash dividends or distributions paid out of retained earnings and dividends payable in Common Stock) or subscription rights or warrants, the number of shares purchasable upon exercise of each Warrant shall be adjusted (subject to the limitations contained in subparagraph (F) of this Sectionnearest cent) by multiplying the number of shares purchasable upon exercise of each such Warrant in effect Price immediately prior to the record date for determination of stockholders entitled to receive such distribution adjustment by a fraction, fraction (x) the numerator of which shall be the current market number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. . If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (as defined with such issue price or effective issue price to be determined in subparagraph (D) of this Section) on such record date and the denominator of which shall be such current market price per share of Common Stock, less the fair market value (as determined good faith by the Board and, in the case of Directorsany such issuance to the Sponsor or its affiliates, whose determination shall be conclusive) without taking into account any shares of Class B common stock, par value $0.0001 per share, of the portion Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the evidences total equity proceeds, and interest thereon, available for the funding of indebtedness or assets or subscription rights or warrants so to be distributed that are applicable to one share the Company’s initial Business Combination on the date of Common Stock. Such adjustment shall become effective at the close completion of business on such record date. If after the distribution date Company’s initial Business Combination (net of redemptions), and (z) the "Distribution Date") for purposes of distributing to holders volume weighted average trading price of the Common Stock any stockholder protectionduring the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, "poison pill" or other similar rights the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to subscribe for securities the nearest cent) to be equal to 115% of the Company or any other entity ("Shareholder Rights"), exercising holders higher of the Warrant are not entitled Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to receive the Shareholder Rights that would otherwise be attributable (but for the date of exercisenearest cent) to the shares of Common Stock received upon such exercise, then adjustment be equal to 180% of the number higher of shares purchasable upon exercise of each Warrant the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be made under this subparagraph adjusted (Bto the nearest cent) as if to be equal to the Shareholder Rights were then being distributed to holders higher of the Company's Common Stock. If such an adjustment is made Market Value and the Shareholder Rights are later [redeemed,] invalidated or terminated, then a corresponding reversing adjustment shallNewly Issued Price.

Adjustments in Warrant Price. (1) The Warrant Price, 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants and the number of Warrants outstanding shall be subject to adjustment is adjusted, as follows: (A) In case the Company shall at any time (i) declare a dividend on the Common Stock provided in shares of its capital stockSection 4.1.1 or Section 4.2 above, (ii) subdivide its outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving company), the number of shares purchasable upon exercise of each Warrant immediately prior to the date of such event shall be proportionately adjusted so that the holder of each Warrant shall be entitled to receive upon payment of the Warrant Price the aggregate number of shares of the Company that, if such Warrant had been exercised immediately prior to the occurrence of such event, such holder would have owned or have been entitled to receive immediately after the occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. (B) In case the Company shall distribute to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving company) evidences of its indebtedness or assets (including securities but excluding cash dividends or distributions paid out of retained earnings and dividends payable in Common Stock) or subscription rights or warrants, the number of shares purchasable upon exercise of each Warrant shall be adjusted (subject to the limitations contained in subparagraph (F) of this Sectionnearest cent) by multiplying the number of shares purchasable upon exercise of each such Warrant in effect Price immediately prior to the record date for determination of stockholders entitled to receive such distribution adjustment by a fraction, fraction (x) the numerator of which shall be the current market price per share number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (as defined in subparagraph (Dy) of this Section) on such record date and the denominator of which shall be such current market the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 [If the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share shares of Common Stock, less the fair market value Stock (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of Directorsany such issuance to the Sponsor or its affiliates, whose determination shall be conclusivewithout taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the portion total equity proceeds, and interest thereon, available for the funding of the evidences of indebtedness or assets or subscription rights or warrants so to be distributed that are applicable to one share of Common Stock. Such adjustment shall become effective at the close of business Company’s initial Business Combination on such record date. If after the distribution date (the "Distribution Date") for purposes of distributing to holders of the Common Stock any stockholder protection, "poison pill" or other similar rights to subscribe for securities of the Company or any other entity ("Shareholder Rights"), exercising holders of the Warrant are not entitled to receive the Shareholder Rights that would otherwise be attributable (but for the date of exercisethe consummation of the initial Business Combination (net of redemptions), and (z) to the volume weighted average trading price of the shares of Common Stock received upon during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such exerciseprice, the “Market Value”) is below $9.20 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), then adjustment the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the number of shares purchasable upon exercise of each Warrant shall be made under this subparagraph (B) as if the Shareholder Rights were then being distributed to holders higher of the Company's Common Stock. If such an adjustment is made Market Value and the Shareholder Rights are later [redeemed,] invalidated or terminated, then a corresponding reversing adjustment shallNew Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the New Issuance Price.]

Adjustments in Warrant Price. (1) The Warrant Price, Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants and the number of Warrants outstanding shall be subject to adjustment is adjusted, as follows: (A) In case the Company shall at any time (i) declare a dividend on the Common Stock provided in shares of its capital stocksubsection 4.1.1 or Section 4.2 above, (ii) subdivide its outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving company), the number of shares purchasable upon exercise of each Warrant immediately prior to the date of such event shall be proportionately adjusted so that the holder of each Warrant shall be entitled to receive upon payment of the Warrant Price the aggregate number of shares of the Company that, if such Warrant had been exercised immediately prior to the occurrence of such event, such holder would have owned or have been entitled to receive immediately after the occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. (B) In case the Company shall distribute to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving company) evidences of its indebtedness or assets (including securities but excluding cash dividends or distributions paid out of retained earnings and dividends payable in Common Stock) or subscription rights or warrants, the number of shares purchasable upon exercise of each Warrant shall be adjusted (subject to the limitations contained in subparagraph (F) of this Sectionnearest cent) by multiplying the number of shares purchasable upon exercise of each such Warrant in effect Price immediately prior to the record date for determination of stockholders entitled to receive such distribution adjustment by a fraction, fraction (a) the numerator of which shall be the current market price per share number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (as defined in subparagraph (Db) of this Section) on such record date and the denominator of which shall be such current market the number of shares of Common Stock so purchasable immediately thereafter. If, (x) in connection with the closing of the initial Business Combination, the Company issues additional shares of Common Stock or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue price or effective issue price of less than $9.20 per share of Common Stock, less the fair market value (as with such issue price or effective issue price to be determined in good faith by the Board (and in the case of Directorsany such issuance to the Sponsor or its affiliates, whose determination shall be conclusive) without taking into account any shares of the portion of the evidences of indebtedness or assets or subscription rights or warrants so to be distributed that are applicable to one share of Common Stock. Such adjustment shall become effective at the close of business on such record date. If after the distribution date (the "Distribution Date") for purposes of distributing to holders of the Common Stock any stockholder protection, "poison pill" or other similar rights to subscribe for securities common stock of the Company issued prior to the Offering and held by the Sponsor or any other entity such affiliates, as applicable, prior to such issuance) ("Shareholder Rights"the “Newly Issued Price”), exercising holders (y) the aggregate gross proceeds from such issuances represent more than 60% of the Warrant are not entitled to receive total equity proceeds, and interest thereon, available for the Shareholder Rights that would otherwise be attributable (but for funding of the Company’s initial Business Combination on the date of exercisethe completion of the Company’s initial Business Combination (net of redemptions) to and (z) the volume-weighted average trading price of shares of Common Stock received upon during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such exerciseprice, then adjustment the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the number of shares purchasable upon exercise of each Warrant shall be made under this subparagraph (B) as if the Shareholder Rights were then being distributed to holders higher of the Company's Common Stock. If such an adjustment is made Market Value and the Shareholder Rights are later [redeemed,] invalidated or terminatedNewly Issued Price, then a corresponding reversing adjustment shalland the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. (1) The Warrant Price, Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants and the number of Warrants outstanding shall be subject to adjustment is adjusted, as follows: (A) In case the Company shall at any time (i) declare a dividend on the Common Stock provided in shares of its capital stocksubsection 4.1.1 or Section 4.2 above, (ii) subdivide its outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving company), the number of shares purchasable upon exercise of each Warrant immediately prior to the date of such event shall be proportionately adjusted so that the holder of each Warrant shall be entitled to receive upon payment of the Warrant Price the aggregate number of shares of the Company that, if such Warrant had been exercised immediately prior to the occurrence of such event, such holder would have owned or have been entitled to receive immediately after the occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. (B) In case the Company shall distribute to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving company) evidences of its indebtedness or assets (including securities but excluding cash dividends or distributions paid out of retained earnings and dividends payable in Common Stock) or subscription rights or warrants, the number of shares purchasable upon exercise of each Warrant shall be adjusted (subject to the limitations contained in subparagraph (F) of this Sectionnearest cent) by multiplying the number of shares purchasable upon exercise of each such Warrant in effect Price immediately prior to the record date for determination of stockholders entitled to receive such distribution adjustment by a fraction, fraction (a) the numerator of which shall be the current market price per share number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (as defined in subparagraph (Db) of this Section) on such record date and the denominator of which shall be such current market the number of shares of Common Stock so purchasable immediately thereafter. If, (x) in connection with the closing of the initial Business Combination, the Company issues additional shares of Common Stock or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company, at an issue price or effective issue price of less than $9.20 per share of Common Stock, less the fair market value (as with such issue price or effective issue price to be determined in good faith by the Board (and in the case of Directorsany such issuance to the Sponsor or its affiliates, whose determination shall be conclusive) without taking into account any shares of the portion of the evidences of indebtedness or assets or subscription rights or warrants so to be distributed that are applicable to one share of Common Stock. Such adjustment shall become effective at the close of business on such record date. If after the distribution date (the "Distribution Date") for purposes of distributing to holders of the Common Stock any stockholder protection, "poison pill" or other similar rights to subscribe for securities common stock of the Company issued prior to the Offering and held by the Sponsor or any other entity such affiliates, as applicable, prior to such issuance) ("Shareholder Rights"the “Newly Issued Price”), exercising holders [(y) the aggregate gross proceeds from such issuances represent more than 60% of the Warrant are not entitled to receive total equity proceeds, and interest thereon, available for the Shareholder Rights that would otherwise be attributable (but for funding of the Company’s initial Business Combination on the date of exercisethe completion of the Company’s initial Business Combination (net of redemptions)] and (z) to the volume-weighted average trading price of shares of Common Stock received upon during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such exerciseprice, then adjustment the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the number of shares purchasable upon exercise of each Warrant shall be made under this subparagraph (B) as if the Shareholder Rights were then being distributed to holders higher of the Company's Common Stock. If such an adjustment is made Market Value and the Shareholder Rights are later [redeemed,] invalidated or terminatedNewly Issued Price, then a corresponding reversing adjustment shalland the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.