EFTA01366312.pdf

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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Our initial stockholder has entered into a letter agreement with us, pursuant to which it has waived its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholder acquires public shares in or after this offering, it (along with any of our officers, directors or affiliates who acquire public share during or after this offering) will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24- month time frame. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the mast account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed. pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering. unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment 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) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC's "penny stock" rules). 23 Limited payments to insiders There will be no finder's fees, reimbursements or cash payments made to our sponsor. officers or directors, or our or their affiliates. for services rendered to us prior to or in connection with the completion of our initial business combination. other than the following payments. none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: • Repayment of an aggregate of up to $225,000 in loans made to us by Global Partner Sponsor I 1.I.C. our sponsor, to cover offering- related and organizational expenses, • Payment to our sponsor of a total of $10.000 per month for office space, utilities and administrative support; http://vanv.see.gov/Archivecledgaddatatl643953A)00121390015005425/112015a2_globalpanner.htm[7/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057838 CONFIDENTIAL SONY GM_00204022 EFTA01366312