Common use of Issuance in connection with a Business Combination Clause in Contracts

Issuance in connection with a Business Combination. 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 adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders or their 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 total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume weighted average trading price of common stock 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 price, the “Market Value”) is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of the Market Value and the New Issuance Price.

Issuance in connection with a Business Combination. If (x) If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked 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 adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be as determined by the Company’s Board of Directors, in good faith by the Board (faith, and in the case of any such issuance to the Sponsor, the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), issued prior to the Public Offering and held by such the initial stockholders or their affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Newly Issued Price”), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination the Business Combination on the date of the consummation of its initial business combination such Business Combination (net of redemptions), and (zc) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination Market Value (such price, the “Market Value”as defined below) is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like)share, then the Warrant Price shall exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value and the New Issuance Price or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value and or (ii) the New Issuance Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

Issuance in connection with a Business Combination. If (x) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares 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 Ordinary Share (as adjusted for stock splitsshare subdivisions, stock share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders shareholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders shareholders or their affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume weighted average trading price of common stock Ordinary Shares 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 price, the “Market Value”) is below $9.20 per share (as adjusted for stock splitsshare subdivisions, stock share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of the Market Value and the New Issuance Price.

Issuance in connection with a Business Combination. 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 adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders shareholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders shareholders or their affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume weighted average trading price of common stock the Common Stock 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 price, the “Market Value”) is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of the Market Value and the New Issuance Price.

Issuance in connection with a Business Combination. 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 adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume weighted average trading price of common stock the Common Stock 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 price, the “Market Value”) is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of the Market Value and the New Issuance Price.

Issuance in connection with a Business Combination. 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 adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders or their affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume weighted average trading price of common stock 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 price, the “Market Value”) is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of the Market Value and the New Issuance Price.

Issuance in connection with a Business Combination. If (x) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares 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 adjusted for stock share splits, stock share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders shareholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders shareholders or their affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume weighted average trading price of common stock Ordinary Shares 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 price, the “Market Value”) is below $9.20 per share (as adjusted for stock share splits, stock share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of the Market Value and the New Issuance Price.

Issuance in connection with a Business Combination. If (xa) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial a Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be as determined by the Board, in good faith by the Board (and in the case of any such issuance to the initial stockholders (as defined in the Prospectus) or their affiliatesfaith, without taking into account any founder shares held by such stockholders the Company’s sponsor or their its affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Newly Issued Price”), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination a Business Combination on the date of the consummation of its initial business combination such Business Combination (net of redemptions)redemptions of shares of Common Stock, if any) and (zc) the volume weighted average trading price of common stock the Common Stock during the 20 twenty (20) day trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination Business Combination (such price, the “Market Value”) is below $9.20 per share share, (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then i) the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the greater of (x) the Market Value and (y) the New Issuance Newly Issued Price and (ii) the Redemption Trigger Price (as defined below) will $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the greater higher of (x) the Market Value and (y) the New Issuance Newly Issued Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made.

Issuance in connection with a Business Combination. If (x) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares 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 Ordinary Share (as adjusted for stock share splits, stock share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the initial stockholders shareholders (as defined in the Prospectus) or their affiliates, without taking into account any founder shares held by such stockholders shareholders or their affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the volume weighted average trading price of common stock the Ordinary Share 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 price, the “Market Value”) is below $9.20 per share (as adjusted for stock share splits, stock share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to 180% of the greater of the Market Value and the New Issuance Price.

Issuance in connection with a Business Combination. If (x) If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock Ordinary Shares or equity-linked 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 adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be as determined by the Company’s Board of Directors, in good faith by the Board (faith, and in the case of any such issuance to the Sponsor, the initial stockholders (as defined in the Prospectus) shareholders or their affiliates, without taking into account any founder shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by such stockholders the initial shareholders or their affiliates, as applicable, prior to such issuance)(the issuance) (the “New Issuance Newly Issued Price”), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its initial business combination the Business Combination on the date of the consummation of its initial business combination such Business Combination (net of redemptions), and (zc) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination Market Value (such price, the “Market Value”as defined below) is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like)share, then the Warrant Price shall exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value and the New Issuance Price or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the ten (10) trading day period starting on the trading day prior to the date of the consummation of the Business Combination. If the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, extraordinary dividends and the New Issuance Pricesimilar events) hereunder, no adjustment shall be made.