Administrative Services

The Company agreed to pay up to $10,000 a month in total for office space and general and administrative services to Roscomare Ltd., an entity owned and controlled by Harry E. Sloan, the Company’s Chairman and Chief Executive Officer as of December 31, 2012 and current director, commencing promptly after the date the Company’s securities were first listed on Nasdaq (May 13, 2011) and terminating upon the earlier of (i) the completion of an initial business combination or (ii) the liquidation of the Company. $43,675 and $55,806 in payments have been made under this agreement as of December 31, 2012 and 2011, respectively.  The Company also agreed to pay $15,000 a month to James A. Graf, the Company’s Chief Financial Officer as of December 31, 2012, commencing promptly after the date the Company’s securities were first listed on Nasdaq (May 13, 2011) and terminating upon the earlier of (i) the completion of an initial business combination or (ii) the liquidation of the Company.  The Company has incurred or accrued approximately $180,000 and $114,000 under this agreement for the period ended December 31, 2012 and 2011, respectively.

Notes Payable

The Company issued an unsecured promissory note (the “2011 Note”) to the Sponsor on February 2, 2011 that provided for the Sponsor to advance to the Company, from time to time, up to $200,000 for expenses related to the Public Offering.  The Note was non-interest bearing and was payable on the earlier of August 1, 2011 or the completion of the Public Offering. The Sponsor advanced $140,000 to the Company under the Note in a series of transactions prior to the Public Offering. The Note was paid in full on May 18, 2011 and no balance remained outstanding subsequent to such date.

The Company issued an unsecured promissory note to the Sponsor on August 21, 2012 (the “August 2012 Note”) that provided for the Sponsor to advance $250,000 to the Company, for expenses related to the then proposed business combination. The August 2012 Note was non-interest bearing and was payable on the earlier of (i) the consummation of an initial business combination or (ii) February 18, 2013. The Note was repaid in full on January 31, 2013.

The Company issued an unsecured convertible promissory note to the Sponsor on November 6, 2012, that provided for the Sponsor to advance to the Company, from time to time, up to $1,000,000 for ongoing expenses (the “Convertible Note”). The Convertible Note was non-interest bearing and was payable on the earlier of (i) the completion of an initial business combination by the Company or (ii) February 18, 2013. At the option of the Sponsor, any amounts outstanding under the convertible note up to $500,000 could be converted into Sponsor Warrants to purchase shares of the Company’s common stock at a conversion price of $0.75 per warrant. Each Sponsor Warrant entitled the Sponsor to purchase one share of the Company’s common stock at an exercise price of $11.50 per share commencing 30 days after the completion of an initial business combination by the Company.

On November 21, 2012, the Sponsor advanced to the Company $500,000 pursuant to the Convertible Note. Upon the consummation of the Business Combination, the Sponsor advanced an additional $77,000 to the Company pursuant to the Convertible Note. Upon the consummation of the Business Combination, the Sponsor converted an aggregate principal amount of $500,000 outstanding under the convertible note into 666,667 Sponsor Warrants. These warrants became exercisable 30 days after the completion of the Business Combination, and will expire at 5:00 p.m., New York time, five years after the consummation of the Business Combination or earlier upon redemption or liquidation.