EFTA01366380.pdf

Immediately after this offering, our initial stockholder will beneficially own 20.0% of the then issued and outstanding shares of our common stock. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or a 114 share contribution back to capital or other appropriate mechanism, as applicable, immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholder prior to this offering at 20.0% of our issued and outstanding shams of our common stock upon the consummation of this offering. Becalm of this ownership block, our initial stockholder may be able to effectively influence the outcome of all matters requiring approval by ow stockholders, including the election of directors, amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions other than approval of our initial business combination. Our sponsor has committed. pursuant to a written agru un.nt, to purchase an aggregate of 11,600,000 (or 12,815,000 if the over-allotment option is exercised in full) private placement warrants at a price of $0.50 per warrant ($5,800,000 in the aggregate or $6.407,500 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one-half of one share of our common stock at $5.75 per half share. The purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account pending our completion of our business combination. If we do not complete our business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public shams, and the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. The private placement warrants will not be redeemable by us so long as they arc held by the sponsor or its permitted transferees. If the private placement warrants arc held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Otherwise, the private placement warrants have terms and provisions that arc identical to those of the warrants being sold as part of the units in this offering. Our sponsor and our executive officers and directors are deemed to be ow "promoters- as such term is defined under the federal securities laws. Transfers of Founder Shares and Private Placement Warrants The founder shares, private placement warrants and any shares of common stock issued upon exercise of the private placement warrants are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement with us to be entered into by ow initial stockholder. Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination or (B) 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 ow 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 stockholders having the right to exchange their shams of common stock for cash, securities or other property, and (ii) in the case of the private placement warrants and the respective common stock underlying such warrants, until 30 days after the completion of ow initial business combination, except in each cam (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor or any affiliates or family members of members of ow sponsor, or any affiliates of ow sponsor, (b) in the case of an individual, by gift to a member of one of the members of the individual's immediate family or to a trust, the beneficiary of which is a member of one of the individual's immediate family. an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than 115 the price at which the shares were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination: (g) by virtue of the laws of Delaware or our sponsor's limited liability company agreement upon dissolution of our sponsor. or (h) in the event of ow completion of a liquidation, merger. stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our httplArew.sce.gov/Archivestedgar/datatl643953/00012139001500542541201582_globalperiner.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057906 CONFIDENTIAL SDNY GM_00204090 EFTA01366380