BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER Dated as of January 31, 2013 by and among ROI ACQUISITION CORP. ("Parent"), ROI MERGER SUB CORP. ("Merger Sub Corp."), ROI MERGER SUB LLC ("Merger Sub LLC"), and EVERYWARE GLOBAL, INC. (the "Company")Business Combination Agreement and Plan of Merger • January 31st, 2013 • ROI Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of January 31, 2013, by and among ROI Acquisition Corp, a Delaware corporation ("Parent"), ROI Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub Corp."), ROI Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Merger Sub LLC" and, together with Merger Sub Corp., the "Merger Subs" and each, a "Merger Sub"), and EveryWare Global, Inc., a Delaware corporation (the "Company"). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in Article I. Each of Parent, Merger Sub Corp., Merger Sub LLC and the Company are sometimes referred to collectively herein as the "Parties" and each as a "Party."
