EFTA01366363.pdf

Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to this offering that will apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated certificate of incorporation relating to stockholders' rights or pre-business combination activity, we will provide dissenting public stockholders with the opportunity to redeem their public shares in connection with any such vote. Our initial stockholder, officers, directors and director nominees have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Specifically, our amended and restated certificate of incorporation will provide, among other things, that: prior to the consummation of our initial business combination, we shall either (I) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares. regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxis payable) or (2) provide our public stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) in each ease subject to the limitations described herein; • we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination; • if our initial business combination is not consummated within 24 months from the closing of this offering. then our existence will terminate and we will distribute all amounts in the trust account; and • prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions cannot be amended without the approval of holders of 65% of our common stock. In the event we seek stockholder approval in connection with our initial business combination, our amended and restated certificate of incorporation will provide that we may consummate our initial business combination only if approved by a majority of the shares of common stock voted by our stockholders at a duly held stockholders meeting. 92 comparison of redemption or purchase prices in connection with our initial business combination and if we fail to complete our business combination. The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we are unable to complete our business combination within 24 months from the closing of this offering. Redemptions in Connection Other Permitted Purchases Redemptions if we fall to with our Initial Business of Public Shares by our Complete an Initial Combination Affiliates Business Combination Calculation of Redemptions at the time of our If we seek stockholder If we are unable to complete redemption initial business combination approval of our initial our business combination price may be made pursuant to a business combination, our within 24 months from the tender offer or in connection sponsor. directors, officers, closing of this offering, we with a stockholder vote. The advisors or their affiliates will redeem all public shares redemption price will be the may purchase shares in at a per-share prioe, payable same whether we conduct privately negotiated in cash, equal to the redemptions pursuant to a transactions or in the open aggregate amount then on tender offer or in connection market either prior to or deposit in the trust account with a stockholder vote. In following completion of our (which is initially either case, our public initial business combination. anticipated to be $10.00 per stockholders may redeem their Such purchases will only be share), including interest public shares for cash equal to made to the extent such (less up to $50,000 of the aggregate amount then on purchases are able to be interest to pay dissolution deposit in the trust account as made in compliance with expenses. which interest of two business days prior to Rule 10b-18, which is a safe shall be net of taxes payable) the consummation of the initial harbor from liability for divided by the number of business combination (which is manipulation under Section then outstanding public http://vamsee.gov/Archivecledgaddatatl643953AX10121390015005425412015a2_globalpartner.htm[7,27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057889 CONFIDENTIAL SONY GM_00204073 EFTA01366363