EFTA01366298.pdf

believe am important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities. but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies exhibiting the characteristics below, as more fully described in the "Proposed Business- section: • Value-Added Capital For Growth And/Or Consolidation Opportunities; • Operational Improvements; • Deleveraging; • "Partnership" Sale; and • Limited Liquidity Options. We may or may not consummate our business combination with a company that exhibits all or any of the qualities above. In evaluating a prospective target busineth, we expect to conduct a thorough due diligence review which will encompass. among other things. meetings with incumbent management and employees. document reviews, inspection of facilities, as well as a review of financial and other information which will be made available to us. We are not prohibited from pursuing an initial business combination with a company that is affiliated with members of our management team or their affiliates. In the event we seek to complete our initial business combination with a company that is affiliated with our management team or their affiliates, we. or a committee of independent directors, will obtain an opinion from an independent accounting firm or an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, that our initial business combination is fair to our company from a fmancial point of view. Members of our management team may directly or indirectly own our common stock and warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers, directors and director nominees may have a conflict of interest with iisjaa to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers, directors and director nominees have neither individually identified nor considered a target business nor have they' had any discussions regarding possible target businesses amongst themselves or with our underwriter or other advisors. We have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions. formal or otherwit, with respect to a business combination transaction. Additionally, we have not. nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers, directors and director nominees presently has, and any of them in the future may have additional. fiduciary' or contractual obligations to another entity pursuant 6 to which such officer or director is required to present a business combination opportunity to such entity. Accordingly. if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or the has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we arc legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our executive officers, directors and director nominees have agreed, pursuant to a written letter agreement. not to participate in the formation of. or become an officer or director of, any other blank chock company until we have enteral into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering. None of our officers or directors has been involved with any blank check companies or special purpose acquisition corporations in the past. The NASDAQ rules require that our initial business combination must be with one or more target http://an.see.gov/Archi valedgar/datatI 643953/00012139(8)15005425412015a2_globalpainer.hhnr/27/2015 8:51:37 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057824 CONFIDENTIAL SONY GM_00204008 EFTA01366298