EFTA01366364

initially anticipated to be $10.00 per share), including interest (which interest shall be net of tams payable) divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000.001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. 9(aX2) and Rule 10b-i of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions. 93 shares. Impact to remaining Redemptions in Connection with our Initial Busintxs Combination The redemptions in stockholders connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). Other Permitted Purchases of PuNk Shares b) our Affiliate( If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us. Redemptions lust fail to Complete an Initial Business Combination The redemption of our public shares if we fail to complete our business combination will reduce the book value per share for the shares held by our initial stockholder, who will be our only remaining stockholder after such redemptions. Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419 The following table compares the term of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering. Escrow of offering proceeds Terms of Our Offering The rules of the NASDAQ Capital Market provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Approximately $135.000.000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. 94 Terns Under a Rule 419 Offering Approximately $114210.000 of the offering proceeds, r cpw........oting the gross proceeds of this offering less allowable underwriting commissions, expenses anti company deductions under Rule 419. would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. Terms or Our Offering Terms Under a Rule 419 Offering httniAvaw.see.gov/Archi vasfedear/datat I 643953A)00121390015005425412015a2_globalperincr.hbnr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0057890 SONY GM_00204074 EFTA01366364