REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2013, is made and entered into by and among ROI Acquisition Corp. II, a Delaware corporation (the “Company”), GEH Capital, Inc., a Delaware corporation (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT ROI ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 16, 2013Warrant Agreement • September 26th, 2013 • ROI Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 16, 2013, is by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
12,500,000 Units1 ROI Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2013 • ROI Acquisition Corp. II • Blank checks • New York
ROI Acquisition Corp. II, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 12,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 20th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2013, by and between ROI ACQUISITION CORP. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 12th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 19, 2013 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and GEH Capital, Inc., a Delaware corporation (the “Purchaser”), amends and restates in its entirety, the Sponsor Warrants Purchase Agreement made as of June 28, 2013, by and among the parties hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of June 28, 2013, is made and entered into by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and GEH Capital, Inc., a Delaware corporation (“Buyer”).
September 16, 2013Letter Agreement • September 26th, 2013 • ROI Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 12,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company sha
September 18, 2015Letter Agreement • September 22nd, 2015 • ROI Acquisition Corp. II • Blank checks • New York
Reference is made to that certain letter (the “Letter Agreement”), dated as of September 16, 2013, between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned that was delivered in accordance with the Underwriting Agreement, dated September 16, 2013, between the Company and Deutsche Bank Securities Inc., relating to the Company’s initial public offering.
September 16, 2013Letter Agreement • September 26th, 2013 • ROI Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 12,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company sha
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • September 3rd, 2013 • ROI Acquisition Corp. II • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [ ], 2013 by and among ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and GEH Capital, Inc., a Delaware corporation (the “Sponsor”) and Clinton Group, Inc., a Delaware corporation (“CGI” and together with the Sponsor, the “Clinton Group”), in connection with the Company’s proposed public offering of units consisting of shares of common stock, par value $0.0001 per share (the “Shares”) and warrants to purchase Shares, pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche...Letter Agreement • August 20th, 2013 • ROI Acquisition Corp. II • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 26th, 2013 • ROI Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 16, 2013 by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TERMINATION AGREEMENTTermination Agreement • November 4th, 2015 • ROI Acquisition Corp. II • Blank checks • New York
This Termination Agreement (this “Termination Agreement”) is made and entered into as of November 2, 2015, by and among Ascend Telecom Infrastructure Private Limited, a private limited company organized under the laws of India (the “Company”), Ascend Telecom Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), ROI Acquisition Corp. II, a Delaware corporation (“ROI”), and NSR-PE Mauritius LLC, a Mauritius private company limited by shares (“NSR”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 21st, 2015 • ROI Acquisition Corp. II • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 20th, 2013 • ROI Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2013 by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
September 21, 2015Underwriting Agreement • September 22nd, 2015 • ROI Acquisition Corp. II • Blank checks • New York
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of September 16, 2013, by and among ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters named on Schedule I to the Underwriting Agreement (collectively, the “Underwriters”). Except as otherwise specifically provided herein, all capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.
ROI ACQUISITION CORP. II June 28, 2013ROI Acquisition Corp. II • August 20th, 2013 • Blank checks • New York
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • September 3rd, 2013 • ROI Acquisition Corp. II • Blank checks
This Securities Assignment Agreement is dated as of August 22, 2013 (this “Assignment”), by and among GEH Capital, Inc., a Delaware corporation (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
September 18, 2015Letter Agreement • September 22nd, 2015 • ROI Acquisition Corp. II • Blank checks • New York
Reference is made to that certain letter (the “Letter Agreement”), dated as of September 16, 2013, among ROI Acquisition Corp. II, a Delaware corporation (the “Company”), GEH Capital, Inc. (the “Sponsor”), Thomas J. Baldwin, Joseph A. De Perio, George E. Hall, Francis A. Ruchalski and Daniel A. Strauss (each, an “Insider” and collectively the “Insiders”), that was delivered in accordance with the Underwriting Agreement, dated September 16, 2013, between the Company and Deutsche Bank Securities Inc., relating to the Company’s initial public offering.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2015 • ROI Acquisition Corp. II • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 18, 2015, by and between ROI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among ASCEND TELECOM INFRASTRUCTURE PRIVATE LIMITED, ASCEND TELECOM HOLDINGS LIMITED, ROI Acquisition Corp. ii and NSR-PE MAURITIUS LLC Dated July 23, 2015Agreement and Plan of Merger • July 23rd, 2015 • ROI Acquisition Corp. II • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is entered into on July 23, 2015 by and among Ascend Telecom Infrastructure Private Limited, a private limited company organized under the laws of India (the “Company”), Ascend Telecom Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), ROI Acquisition Corp. II, a Delaware corporation (“ROI”), and NSR-PE Mauritius LLC, a Mauritius private company limited by shares (“NSR”) solely for the limited purposes of Sections 1.4, 1.5, 1.6, 2.1(c), 2.2, 2.4, 2.20, 2.282.28, 2.29, 4.6, 4.12, 4.13, the second sentence of Section 4.18, 5.11, Article 7 and Article 10. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 9 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. The Company, Holdco, NSR and ROI may also be referred to collectively herein as the “Parties” and individually
