EFTA01366397.pdf

dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our units, shares of common stock and warrants, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS. 136 Non-U.S. Holders This section applies to you if you are a "Non-U.S. holder." A Non-U.S. holder is a beneficial owner of our units, shares of common stock and warrants who or that is, for U.S. federal income tax purposes: • a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates; • a foreign corporation; or • an estate or trust that is not a U.S. holder-, but does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you arc such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of a note. Taxation of Distributions. In general. any distributions we make to a Non-U.S. holder of shares of our common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. holder's conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%. unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Fonn W-8BEN or W- 8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder's adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds the Non-U.S. holder's adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under "Non-U.S. holders—Gain on Sale. Taxable Exchange or Other Taxable Disposition of Common Stock and Warrants- below. In addition. if we determine that we are likely to be classified as a "United States real property holding corporation" (see "Non-U.S. holders—Gain on Sale. Taxable Exchange or Other Taxable Disposition of Common Stock and Warrants- below), we will withhold 10% of any distribution that exceeds our current and accumulated earnings and profits. The withholding tax does not apply to dividends paid to a Non-U.S. holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. holder's conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional "branch profits tax" imposed at a rate of 30% (or a lower treaty rate). Exercise ofa Warrant. The U.S. federal income tax treatment of a Non-U.S. holder's exercise of a warrant, or the lapse of a warrant held by a Non-U.S. holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. holder, as described under "U.S. holders—Exercise or Lapse of a Warrant" above, although to the extent a cashless exercise results in a taxable exchange. the consequences would be similar to those described below in "Non-U.S. holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock and Warrants." Gain on Sale. Taxable Exchange or Other Taxable Disposition of Common Stock and Warrants. A Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our common stock, which would include a dissolution and liquidation in the event we do not complete an initial business combination within 24 months from the closing of 137 this offering, or warrants (including an expiration or redemption of our warrants), in each case without regard to whether those securities were held as part of a unit, unless: httnuwww.see.gov/Archivecledear/datail643953AX1012139001500542541201582_globalperiner.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057923 CONFIDENTIAL SDNY GM_00204107 EFTA01366397