EFTA01366376.pdf

check companies similar to our company. although they have agreed not to participate in the formation of, or become an officer or director of, any blank check company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering. Potential investors should also be aware of the following other potential conflicts of interest: • None of our officers or directors is required to commit his or her full time to our affairs and, accordingly. may have conflicts of interest in allocating his or her time among various business activities. • In the course of their other business activities, our officers, directors and director nominees may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities u ith ttwhich they arc affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management's other affiliations. see "—Directors and Executive Officers." • Our initial stockholder has agreed to waive its redemption rights with respect to its founder shares and public shares in connection with the consummation of our initial business combination. Additionally, our initial stockholder has agreed to waive its redemption 109 rights with respect to its founder shares if we fail to consummate our initial business combination within 24 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares and private placement shares will not be transferable, assignable or salable by our initial stockholder until the earlier of (1) one year after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger. capital stock exchange. reorganization, or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their sham of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination. the founder shares will be released from the lock-up. With certain limited exceptions. the private placement warrants and the common stock underlying such warrants. will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor, its members and our officers and directors may directly or indirectly own common stock and warrants following this offering. our officers, directors and director nominees may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our officers, directors and director nominees may have a conflict of interest with napeet to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. The conflicts described above may not be resolved in our favor. In general. officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if: • the corporation could financially undertake the opportunity: • the opportunity is within the corporation's line of business. and • it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. Accordingly. as a vault of multiple business affiliations, our officers. directors and director nominees may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore. our amended and restated certificate of incorporation will protide that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Below is a table summarizing the entities to which our executive officers. directors and director nominees currently have fiduciary duties or contractual obligations: httplAvww.see.gov/Arehi veckdaar/datatI 643953A)0012139001500542541201582_globalperInerkm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057902 CONFIDENTIAL SONY GM_00204086 EFTA01366376