EFTA01366399.pdf

UNDERWRITING Subject to the terms and conditions of the underwriting agreement. the underwriters named below, through the representative. Deutsche Bank Securities Inc. have severally agreed to purchase from us on a firm commitment basis the following respective number of units at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus: Underwriter Number or Unit. Deutsche Bank Securities Inc. I -Bankers Securities. Inc. Total 13,500,000 The underwriting agreement provides that the obligations of the underwriters to purchase the units included in this offering arc subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than those covered by the over-allotment option described below) if they purchase any of the units. Units sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any units sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per unit. If all of the units are not sold at the initial offering price. the underwriters may change the offering price and the other selling terms. Deutsche Bank Securities Inc. has advised us that the underwriter: do not intend to make sales to discretionary accounts. If the underwriters sell more units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to 2.025,000 additional units at the public offering price less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any. in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional units approximately proportionate to that underwriter's initial purchase commitment. Any units issued or sold under the option will be issued and sold on the same tams and conditions as the other units that are the subject of this offering. We, our sponsor and our officers. directors and director nominees have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Deutsche Bank Securities Inc. offer, sell, contract to sell, pledge or otherwise dispose of. directly or indirectly, any units, warrants, shares of common stock or any other securities convertible into, or exercisable, or exchangeable for. shares of common stock: provided, however, that we may (I) issue and sell the private placement warrants. (2) issue and sell the additional units to cover our under niters' over-allotment option (if any), (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the founder shares and the private placement warrants or the warrants and shares of common stock issuablc upon exorcist of the warrants, and (4) issue securities in connection with a Business Combination. Deutsche Bank Securities Inc. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. Our initial stockholder has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or earlier if, subsequent to our business combination, the last sale price of the common stock (x) 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, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger. stock exchange or other similar transaction that results in all of our public 140 stockholders having the right to exchange their shares of common stock for cash, securities or other property. (except with respect to permitted transferees as described herein under "Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants- ). The private placement warrants (including the common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under "Principal Stockholders— Transfers of Founder Shares and Private Placement Warnints"). Prior to this offering, there has been no public market for our securities. Consequently. the initial public httplAvaw.sec.gov/Archi valedgar/datart 643953/000121390015005425M 2015a2_globalpariner.htm(7/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057925 CONFIDENTIAL SONY GM_00204109 EFTA01366399