EFTA01366385.pdf

allotted 24-month time period. In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any. having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There arc no sinking fund provisions applicable to the common stock. except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their pro ram share of the aggregate amount then on deposit in the trust account. including interest (which interest shall be net of taxes payable) upon the completion of our initial business combination. subject to the limitations described herein. 121 Founder Shares The founder shams arc identical to the shares of common stock included in the units being sold in this offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, and (ii) our initial stockholder has entered into a letter agreement with us, pursuant to which it has agreed (A) to waive its redemption rights with respect to its founder shares and public shares in connection with the completion of our business combination and (B) to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our business combination within 24 months from the closing of this offering, although our initial stockholder (or any of our officers, directors or affiliates) will be entitled to liquidating distributions from the trust account with respect to any public shares acquired if we fail to complete our initial business combination within the allotted 24-month time period. If we submit our business combination to our public stockholders for a vote, our initial stockholder has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination and our officers, directors and director nominees have also agreed to vote any public shams purchased during or after the offering in favor of our initial business combination. As a result, we would need only 5,062,501 of the 13,500,000 public shares, or 37.5%, sold in this offering to be voted in favor of our initial business combination in order to have such transaction approved (assuming the over-allotment option is not exercised and no shares are purchased by such panics in this offering). With certain limited exceptions. the founder shares are not transferable, assignable or salable (except to our officers, directors and director nominees and other persons or entities affiliated with our sponsor. each of whom will be subject to the same transfer restrictions) until die earlier of one year after the completion of our initial business combination or earlier if. (x) subsequent to our business combination, the Iasi sale price of the common stock equals or exceeds SI 2.00 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, securities or other property. The founder shares are identical to the shares of common stock included in the units being sold in this offering. However. the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (14) not to redeem any shares in connection with a stockholder vole to approve a proposed initial business combination. Preferred Stock Our amended and restated certificate of incorporation will provide that shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers. preferences, the rclativc, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could havc anti- takeover effects. The ability of ow board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to iseam any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock arc being issued or registered in this offering. 122 httplAnnv.sec.gov/Archi vas/edger/data/ 643953A)00121390015005425/11201582_globalperInerkm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057911 CONFIDENTIAL SONY GM_00204095 EFTA01366385