Common use of Adjustments in Exercise Price Clause in Contracts

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (xa) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. In additionIf, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination 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 Class A ordinary share (of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board, Board (and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in of common stock of the Prospectus) Company issued prior to the Offering and held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume volume-weighted average trading price of the Company’s Class A ordinary shares of Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and $18.00 per share Redemption Trigger Price (as defined 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 greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and 18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and 18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and 18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares Ordinary Shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (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 Sponsor, the initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and 18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and $18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of shares of Class A ordinary shares Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A ordinary shares 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 Class A ordinary shares Common Stock so purchasable immediately thereafter. In additionIf, if in connection with the closing of the Initial Business Combination, (x) the Company issues additional shares of Class A ordinary shares Common Stock or equity-linked securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company for capital raising purposes in connection with the closing of the initial Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (Common Stock, with such issue price or effective issue price to be determined in good faith by the Board, Board (and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in of Class A Common Stock of the Prospectus) Company issued prior to the Offering and held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent issuance represents more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Company’s Initial Business Combination on the date of the completion consummation of a the initial its Initial Business Combination combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates SPAC Parties consummate the initial Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 Section 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary 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 Class A ordinary shares of Common Stock so purchasable immediately thereafter. In additionIf, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, the Company issues additional shares of Common Stock or securities of the Company or any of the Company’s subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of the Company or any of the Company’s subsidiaries, at an issue price or effective issue price of less than $9.20 per Class A ordinary share (of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board, Board (and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in of common stock of the Prospectus) Company issued prior to the Offering and held by the Sponsor, the initial shareholders Sponsor or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price 10-Day VWAP as of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction fraction, (x) the numerator of which shall be the number of Class A ordinary shares Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, adjustment and (y) the denominator of which shall be the number of Class A ordinary shares Ordinary Shares so purchasable immediately thereafter. In addition, if If (x) the Company issues additional Class A ordinary shares Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (with such issue price or effective issue price to be determined in good faith by the BoardCompany and, and (i) in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder Class B ordinary shares of the Company, par value $0.0001 per share (as defined in the Prospectus“Class B ordinary shares”) held by the Sponsor, the initial shareholders Sponsor or their respective its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of the Class B ordinary shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued 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 the an initial Business Combination on the date of the completion consummation of a the such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will redemption trigger price shall be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and 18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and $18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares Ordinary Shares so purchasable immediately thereafter. In addition, if If (x) the Company issues additional Class A ordinary shares Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share Ordinary Share (with such issue price or effective issue price to be determined in good faith by the BoardBoard and, and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in Class A Ordinary Share of the Prospectus) Company issued prior to the Offering and held by the Sponsor, the initial shareholders Sponsor or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Company’s Initial Business Combination on the date of the completion of a the initial Company’s Initial Business Combination (net of redemptions), and (z) the volume volume-weighted average trading price of the Company’s Class A ordinary shares Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the initial its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined redemption trigger price described in Section 6.1) will 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (iito the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and $18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), ) and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and $18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 or Section ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined redemption trigger price described in Section 6.1) 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (xX) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board, and (i) in the case of any such issuance to the Sponsor, the initial shareholders Initial Shareholders (as defined in the Prospectus) or their respective affiliatesPermitted Transferees, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) and (ii) without taking into account the transfer of founder shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance), (yY) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the completion of a the such initial Business Combination (net of redemptions), and (zZ) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and 18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (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 Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), ) and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and $18.00 per share Redemption Trigger Price (as defined redemption trigger prices described in Section 6.1) 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (xa) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. In additionIf, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination 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 Class A ordinary share (of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board, Board (and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in of common stock of the Prospectus) Company issued prior to the Offering and held by the Sponsor, the initial shareholders Sponsor or their respective 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 total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of a the Company’s initial Business Combination (net of redemptions), ) and (z) the volume volume-weighted average trading price of the Company’s Class A ordinary shares of Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $10.00 and $18.00 per share Redemption Trigger Price (as defined 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 greater of: (i) higher of the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of shares of Class A ordinary shares Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A ordinary shares 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 Class A ordinary shares Common Stock so purchasable immediately thereafter. In additionIf, if in connection with the closing of the Initial Business Combination, (x) the Company issues additional shares of Class A ordinary shares Common Stock or equity-linked securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company for capital raising purposes in connection with the closing of the initial Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary share (Common Stock, with such issue price or effective issue price to be determined in good faith by the Board, Board (and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in of Class A Common Stock of the Prospectus) Company issued prior to the Offering and held by the Sponsor, the initial shareholders Sponsor or their respective such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent issuance represents more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Initial Business Combination on the date of the completion consummation of a the initial Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates SPAC Parties consummate the initial Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined redemption trigger price described in Section 6.1) will 6.1 and Section 6.2 hereof shall be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 hereof shall be adjusted (iito the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 Section 4.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary 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 Class A ordinary shares of Common Stock so purchasable immediately thereafter. In additionIf, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, the Company issues additional shares of Common Stock or securities of the Company or any of the Company’s subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of any holder to purchase equity securities of the Company or any of the Company’s subsidiaries, at an issue price or effective issue price of less than $9.20 per Class A ordinary share (of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board, Board (and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in of common stock of the Prospectus) Company issued prior to the Offering and held by the Sponsor, the initial shareholders Sponsor or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) higher of the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. Whenever the number of shares of Class A ordinary shares Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection ‎4.1.1 4.1.1 or Section ‎4.2 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A ordinary shares 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 Class A ordinary shares Common Stock so purchasable immediately thereafter. In additionIf, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Initial Business Combination Combination, the Company issues additional shares of Class A 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 Class A ordinary share (Common Stock, not including securities issued pursuant to the Forward Purchase Agreement, with such issue price or effective issue price to be determined in good faith by the Board, Board (and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) Sponsor or their respective its affiliates, without taking into account any founder shares (as defined in of Class A Common Stock of the Prospectus) Company issued prior to the Offering and held by the Sponsor, the initial shareholders Sponsor or their respective 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 total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of a the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will shall be adjusted (to the nearest cent) to be equal to 115% of the greater of: (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the greater of: (i) the Market Value and (ii) the Newly Issued Price.