1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Option (right to buy)
|
04/14/2010 |
Â
(4)
|
Common Stock, par value $0.0001
|
3,130,864
|
$
(5)
|
I
|
By Malibu Capital Partners, LLC
(3)
|
Option (right to buy)
|
04/14/2010 |
Â
(6)
|
Common Stock, par value $0.0001
|
2,018,386
|
$
(5)
|
I
|
By Malibu Capital Partners, LLC
(3)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
These securities are held directly by Malibu Partners, LLC, a California limited liability company ("Malibu Partners").
Kenneth J. Abdalla is the managing member of Malibu Partners. All of the Reporting Persons (other than Malibu Partners)
disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, if any, and
this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities for
purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
(2) |
These securities are held directly by Broad Beach Partners, LLC, a California limited liability company ("Broad Beach"). Mr.
Abdalla is the managing member of Broad Beach. All of the Reporting Persons (other than Broad Beach) disclaim beneficial
ownership of these securities, except to the extent of their pecuniary interest therein, if any, and this report shall not
be deemed an admission that any such person or entity is the beneficial owner of such securities for purposes of Section 16
of the Exchange Act or for any other purpose. |
(3) |
These securities are held directly by Malibu Capital Partners, LLC, a California limited liability company ("Malibu
Capital"). Mr. Abdalla is the managing member of Malibu Capital. All of the Reporting Persons (other than Malibu Capital)
disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, if any, and
this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities for
purposes of Section 16 of the Exchange Act or for any other purpose. |
(4) |
The earlier to occur of: (i) the day on which the Issuer liquidates its trust account or (ii) the unilateral decision of
Malibu Capital to terminate the option. |
(5) |
That certain pro rata portion of the Issuer's trust account per share due its public stockholders as set forth in the
Issuer's final definitive proxy statement filed with the U.S. Securities and Exchange Commission in connection with the
proposed business combination. |
(6) |
The earliest to occur of: (i) the day on which the issuer liquidates its trust account, (ii) the unilateral decision of
Malibu Capital to terminate the option, (iii) the unilateral decision of the option seller to terminate the option at any
time during the 48 hour period prior to the vote of the Issuer's stockholders on the proposed business combination and (iv)
the exercise by Malibu Capital of its right to cause the seller of the option to sell its shares in the open market. |