EFTA01366391.pdf

completion of this offering. This statute prevents certain Delaware corporations. under certain circumstances. from engaging in a "business combination" with: • a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an "interceed stockholder'): • an affiliate of an interested stockholder; or • an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. A "business combination" includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if: • our board of directors approves the transaction that made the stockholder an "interested stockholder." prior to the date of the transaction: • after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced. other than statutorily excluded shares of common stock; or • on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. Our amended and restated certificate of incorporation will provide that our board of directors will be classified into two classes of directors. As a merit, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings. Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital. acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. Special Meeting of Stockholders Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our CEO or by our chairman. Advance Notice Requirements for Stockholder Proposals and Director Nominations Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of 129 stockholders must provide timely notice of their intent in writing. To be timely, a stockholder's notice will need to be received by the secretary to our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders. Pursuant to Rule 14a-8 of the Securities Act of 1933. as amended. proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders' meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders. Securities Eligible for Future Sale Immediately after this offering (assuming no exercise of the underwriters' over-allotment option) we will have 16,875,000 (or 19.406,250 if the underwriters' over-allotment option is exercised in full) shares of common stock outstanding. Of these shares, the 13.500,000 shares (or 15.525.000 shares if the over-allotment option is exercised in full) sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shams purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 3,375,000 (or 3,881,250 if the underwriters' over-allotment option is exercised in full) shares and all 11.600,000 (or 12.815.000 if the underwriters' over-allotment option is exercised in full) private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. httniAvew.sec.gov/Archivestedear/datan643953/00012139001500542541201582_globalperiner.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057917 CONFIDENTIAL SONY GM_00204101 EFTA01366391