EFTA01366392.pdf

Rule 144 Pursuant to Rule 144. a mein who has beneficially owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that (I) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding. a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale. Persons who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of: • 1% of the total number of shares of common stock then outstanding, which will equal 168,750 shares immediately after this offering (or 194,063 if the underwriters exercise their over-allotment option in full); or • the average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us. Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met: 130 • the railer of the securities that was formerly a shell company has ceased to be a shell company; • the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; • the issuer of the securities has filed all Exchange Act reports and material required to be filed. as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and • at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. As a result, our initial stockholder will be able to sell its founder shares and private placement warrants, as applicable. pursuant to Rule 144 without registration one year after we have completed our initial business combination. Registration Rights The holders of the founder shares and private placement warrants (and any shares of common stock iguablc upon the exercise of the private placement warrants) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition. the holders have certain "piggy-back- registration rights with testa( to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agraormt provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs CO in the case of the founder shares, on the earlier 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 stockholders having the right to exchange their shares of common stock for cash, severities or other property. and (ii) in the case of the private placement warrants and the respective common stock underlying such warrants, 30 days after the completion of our initial business combination. We httpfivrew.see.gov/Archi vas/agar/data/ 643953AX1012139001500542541201582_globalperInerkm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057918 CONFIDENTIAL SONY GM_00204102 EFTA01366392