EFTA01366366

Exercise of the warrants The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering. Election to remain an We will provide our public stockholders investor with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination. subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we arc not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC's proxy rules. 96 The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post- effective amendment to the company's registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45°' business day, funds and interest or dividends, if any, held in the trust or escrow account arc automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities am issued. Terms of Our Offering If, however, we hold a stockholder vote. we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shams of common stock voted arc voted in favor of the business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Business combination If we arc unable to complete an initial deadline business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not mom than ten business days thereafter. Seem 100% of the public shares, at a per-share price. payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and less up to Terms Under a Rule 419 Offering If an acquisition has not been completed within 18 months after the effective date of the company's registration statement, funds held in the mist or escrow account arc returneesd to investors. httplAnnv.see.gov/Archivecledgaddatatl643953AXX/121390)15005425/112015a2_globalparincr.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0057892 SONY GM_00204076 EFTA01366366