EFTA01366301.pdf

Number outstanding after this offering 13,500.000 (1) Common stock: Number outstanding before this offering 3,881,250 Number outstanding after this offering 16,875,000 (1) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 11.600.000 (2) Number of warrants to be outstanding after this offering and the private placement 25,100.000 (2) Exercisability Each warrant offered in this offering is exercisable to purchase one- half of one share of our common stock. Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. If. upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of common stock to be Sued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued. We structured each warrant to be exercisable for one-half of one share of our common stock, as compared to warrants issued by some other similar blank check companies which are exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us. we believe, a more attractive merger partner for target businesses. (I) Assumes no exercise of the underoriters' over-allotniatu option and the forfeiture by our sponsor of 506.250 founder shares so that our initial stockholder's founder shares represent 20°o of the number of shares of common stock outstanding immediately following our offering. (2) Assumes no exercise of the underoriter's overallotment option and no purchase by our sponsor and its a0iliates of up to an additional 5607.500 of private placement warrants as a result. 10 Exercise price $5.75 per half share ($11.50 per whole sham), subject to adjustments as described herein. Exercise period The warrants will become exercisable on the later of: • 30 days after the completion of our initial business combination. and httriAvivw.sce.gov/Archivecledgar/datatI643953AX10121390015005425412015a2_globalparlythan17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057827 CONFIDENTIAL SONY GM_00204011 EFTA01366301