EFTA01366367.pdf

$50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public share* which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions. if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 97 Terms of Our Offering Terms Under a Rule 419 Offering Release of funds Except for the withdrawal of interest to The proceeds held in the escrow account pay taxes, none of the funds held in trust are not released until the earlier of the (including the interest on such funds) will completion of a business combination or be released from the trust account until the the failure to effect a business combination earlier of (i) the completion of our initial within the allotted time. business combination or (ii) the redemption of 100% of our public shares if we are unable to complete a business combination within the required time frame (subject to the requirements of applicable law). Limitation on If we seek stockholder approval of our Most blank check companies provide no redemption rights initial business combination and we do not restrictions on the ability of stockholders to of stockholders conduct redemptions in connection with redeem shares based on the number of holding more than our initial business combination pursuant shares held by such stockholders in 10% of the shares to the tender offer rules, our amended and connection with an initial business sold in this offering restated certificate of incorporation will combination. if we hold a provide that a public stockholder, together stockholder with any affiliate of such stockholder or vote any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 or the Exchange Act), will be restricted from seeking redemption rights with respect Excess Shares (more than an aggregate of 10% of the shares sold in this offering). Our public stockholders' inability to redeem Excess Shares will reduce their influence over our ability to complete our business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. 98 Tams of Our Offering Terms Under a Rule 419 Offering Tendering stock We may require our public stockholders In order to perfect redemption rights in certificates in seeking to exercise their redemption rights, connection with their business connection with a whether they are record holders or hold combinations, holders could vote against a tender offer or their shares in "street name." to either proposed business combination and check a http/Mww.see.goy/Archivestedgar/datati643953AX1012139001500542541201582_globalperIner.htm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057893 CONFIDENTIAL SONY GM_00204077 EFTA01366367