EFTA01366367

$50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public share* which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions. if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 97 Release of funds Limitation on redemption rights of stockholders holding more than 10% of the shares sold in this offering if we hold a stockholder vote Terms of Our Offering Except for the withdrawal of interest to pay taxes, none of the funds held in trust (including the interest on such funds) will be released from the trust account until the earlier of (i) the completion of our initial business combination or (ii) the redemption of 100% of our public shares if we are unable to complete a business combination within the required time frame (subject to the requirements of applicable law). If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 or the Exchange Act), will be restricted from seeking redemption rights with respect Excess Shares (more than an aggregate of 10% of the shares sold in this offering). Our public stockholders' inability to redeem Excess Shares will reduce their influence over our ability to complete our business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. 98 Terms Under a Rule 419 Offering The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. Tendering stock certificates in connection with a tender offer or Tams of Our Offering Terms Under a Rule 419 Offering We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name." to either In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a http/Mww.see.goy/Archivestedgar/datati643953AX1012139001500542541201582_globalperIner.htm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0057893 SONY GM_00204077 EFTA01366367