EFTA01366366.pdf

Exercise of the The warrants cannot be exercised until the The warrants could be exercised prior to warrants later of 30 days after the completion of our the completion of a business combination, initial business combination or 12 months but securities received and cash paid in from the closing of this offering. connection with the exercise would be deposited in the escrow or trust account. Election to remain an We will provide our public stockholders A prospectus containing information investor with the opportunity to redeem their public pertaining to the business combination shares for cash equal to their pro rata share required by the SEC would be sent to each of the aggregate amount then on deposit in investor. Each investor would be given the the trust account as of two business days opportunity to notify the company in prior to the consummation of our initial writing, within a period of no less than 20 business combination, including interest, business days and no more than 45 business which interest shall be net of taxes payable, days from the effective date of a post- upon the completion of our initial business effective amendment to the company's combination. subject to the limitations registration statement, to decide if he, she described herein. We may not be required or it elects to remain a stockholder of the by law to hold a stockholder vote. If we arc company or require the return of his, her or not required by law and do not otherwise its investment. If the company has not decide to hold a stockholder vote, we will, received the notification by the end of the pursuant to our amended and restated 45°' business day, funds and interest or certificate of incorporation, conduct the dividends, if any, held in the trust or redemptions pursuant to the tender offer escrow account arc automatically returned rules of the SEC and file tender offer to the stockholder. Unless a sufficient documents with the SEC which will number of investors elect to remain contain substantially the same financial and investors, all funds on deposit in the escrow other information about the initial business account must be returned to all of the combination and the redemption rights as is investors and none of the securities am required under the SEC's proxy rules. issued. 96 Terms of Our Offering Terms Under a Rule 419 Offering If, however, we hold a stockholder vote. we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shams of common stock voted arc voted in favor of the business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Business combination If we arc unable to complete an initial If an acquisition has not been completed deadline business combination within 24 months within 18 months after the effective date of from the closing of this offering, we will the company's registration statement, funds (i) cease all operations except for the held in the mist or escrow account arc purpose of winding up, (ii) as promptly as returneesd to investors. reasonably possible but not mom than ten business days thereafter. Seem 100% of the public shares, at a per-share price. payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and less up to httplAnnv.see.gov/Archivecledgaddatatl643953AXX/121390)15005425/112015a2_globalparincr.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057892 CONFIDENTIAL SONY GM_00204076 EFTA01366366