EFTA01366361.txt Text dataset_10 View on DOJ

This document discusses the financial and legal aspects of a trust account, including the indemnification obligations of the CEO, Paul Zepf, and the potential liabilities of stockholders in the event of liquidation. It also outlines the procedures for handling claims against the corporation and the potential for legal action against Mr. Zepf to enforce his indemnification obligations.

Subject

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Sender

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Recipients

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Document ID

DB-SDNY-0057887

Date

2015-07-27

In order to protect the amounts held in the trust account, Paul Zepf, our Chief Executive Officer, has agreed to be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement. reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets other than due to the failure to obtain such waiver, in each cast net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

In the event that the proceeds in the trust account arc reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets other than due to the failure to obtain such waiver, in each case net of the amount of interest which may be withdrawn to pay taxes. and Mr. Zepf asserts that he is unable to satisfy its indemnification obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Mr. Zepf to enforce his indemnification obligations.

• The possibility that the actual value of the per-share redemption price will be substantially less than $10.00 per share due to claims of creditors.
• The reliance on Paul Zepf's indemnification obligations and the uncertainty of his ability to satisfy those obligations.

• Potential claims by third parties against the trust account.
• Enforceability of waivers from vendors and service providers.
• Liability of stockholders for claims against the corporation in the event of liquidation.
• Statute of limitations for claims of creditors under Delaware law.

Financial transactions/money flowLegal matters/litigationBusiness dealings

Paul Zepf (Chief Executive Officer)

Securities ActDGCL

Delaware

Tone

Legalistic

Purpose

To describe the terms and conditions related to a trust account, indemnification obligations, and potential liabilities in the event of liquidation or failure to complete a business combination.

Significance

This document outlines the financial and legal protections in place for stockholders and the responsibilities of the company's CEO in relation to the trust account.

File Name

EFTA01366361.txt

Dataset

dataset_10

Type

Text

Model

gemini-2.0-flash-001

Processed

2026-02-07T18:43:27.905418

DOJ Source

View on DOJ