EFTA01366527.pdf

Amendment #4 Page 98 of 868 I 41,1/ Cott:, ni. We wilt loan Increased costs as a result of being a publicly traded company. Asap...do company we will incur additional legal, accountrig and otter expenses Me have not been reflected in our predecessors Mortal financial stMewerts or our pro Mrma financial statements In addition, rules implemented by the SEC aridity NASDAQ Global Select Market nave imposed venous requrerrerts on pudic companies, including establishment and maintenance of etfeels* diwlorsre and financial controls and changes in corporate governance erect oes Cy management and other personnel will reed to devote a substantel amount of trne to these compliance initiatives These rules and regulators Will result in our incurrence of legal and financial compliance cents and will make some actvtes more Ime-corsurning arid way. For example, we expect these rules and regulators to make t more drScutt and more expensive for is to obtain clrector and officer leblity insurance, and we may be reamed to accept rediced policy Imes and coverage or incur viostantely higher costs to obtain the sane or smiler coverage. As a result, it may be more difficult for is to attract and retain quelled people to serve on our board ce cinders. our board committees or as wreathe offices Cur !eget aCcOunIrg and Other expenteS relating to being a publicly traded OOrrpary will be paid for by Cur Sponsor pursuant to the terms of the Management Services Agreement The Management Services Agreement does not have a feed lean but may be terminated by us or our Sponsor in certain circumstances Folloveng Ire terminatial of the Management Services Agreement we will be required to pay for these expenses directly See 'Certain relatonsNps and related pans transactions— Management Services Ageement ' Our failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sabana-Oxley Act as a public company could have a material adverse effect on our business and share price. Prior to completion of tin ofrenng, we have not operates as a puoLc company arc have not rad to okiehreck, tly compy with Section 404(a) of the Sartenes-Oxley Act. We anticipate berg required to meet these standards n t e courseof preparrg our financial statements as ct and for the year ended December 31. 2016, and our management will be required to report on the effect/recessof our internal control over financial reporting for sixth year Additonaly, once we are no longer an emerging growth oompany, as defiled by lie JOBS Acl. our independent regstered public accounung firm will be required pursuant to Section 404(b) of the Sarbenes-Oxley Act to attest b the effectiveness d our internal control over financial reportrg on an annual bass Tre rules governing tte standards that must be met for our management to assess as retrial cored over financial reporting are complex and require signficart dournentation, testing and possible remedetion Internal control over financial reporting sti a process designed to provide reasonable assurance regarding the relebIlly ot frencial reporteg and the peparaton of financial statements in accordance with generaly accepted accounting principles. We are currently in the process of revise% locum eiving and testing Ott internal control over financial reporting. loot we are rot currently in ccmplarce with and we cannot be certain when we will be able to implement the recseements of Section 404 (a) We may encounter problems or delays n imprementng any charges necessary to make a favorable assessment of our internal control over financial reporting In addition we may encounter potients or delays n ccenplebng the implementation of any requested improvements and receiving a favorable assessment in connection wth the attestation to be provided by our independent registered public accounting firm after we cease to be an emerging growth company. m we cannot favorably assess the eft ectiveness d as internal control over finance' reading. or d our independent registered public accoutng form s treble to provide an unqualifed attestation report on dr internal contras after we cease to be an emerging growth Germany, investors mid lose coNidence in our financial klormation and Ine once of our Gass A comaon stock cold dedine Additionally, me existence of any rretenal weakness or significant deficiency would requre maregement to devote significant tine and Inds SgrafiCant expense to remedies any such material weakresses or *gallant deficiencies and management may rot be aka to remedate any such material weaknesses or significant 90 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058055 CONFIDENTIAL SONY GM_00204239 EFTA01366527