EFTA01366302.pdf

• 12 months from the closing of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock Suable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement coveting the shares of common stock issuable upon exercise of the warrants, and to maintain a current prospectus relating to those shares of common stock until the warrants expire or arc redeemed; provided. that if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(bXI) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(aX9) of the Securities Act and. in the event we so elect, we will not be required to file or maintain in effect a registration statement. The warrants will expire at 5:00 p.m., New York City time, five yews after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant. the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant: II • upon a minimum of 30 days' prior written notice of redemption. which we refer to as the 30-day redemption period; and • if. and only if, the last sale price of our common stock equals or exceeds $24.00 per share for any 20 trading days within a 30- trading day period ending on the thin.' trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us. we may exercise our redemption right httriAmw.see.gov/Arehivestedear/datatl643953AX1012139001500542541201582_globalperIner.htm(7/27/2015 8:51:37 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057828 CONFIDENTIAL SONY GM_00204012 EFTA01366302