ROI Acquisition Corp 601 Lexington Avenue, 51st Floor New York, NY 10022EveryWare Global, Inc. • May 21st, 2013 • Blank checks • Delaware
ROI Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer that Clinton Magnolia Master Fund, Ltd. (the “Purchaser”) has made to purchase 1,050,000 shares of common stock (the “Shares”), $0.0001 par value per share (the “Common Stock”) of the Company. The terms on which the Company is willing to sell the Shares to the Purchaser, and the Company and the Purchaser’s agreements regarding such Shares, are as follows:
LOCKUP AGREEMENTLockup Agreement • May 21st, 2013 • EveryWare Global, Inc. • Blank checks • New York
THIS LOCKUP AGREEMENT (this "Agreement") is made and entered into as of May 20, 2013 but effective as of the Merger Effective Time (as defined in the Business Combination Agreement and Plan of Merger, dated as of January 31, 2013, by and among Parent (as defined below) and the other parties thereto (as amended from time to time, the "Merger Agreement")), by and among ROI Acquisition Corp., a Delaware corporation ("Parent"), Clinton Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("CMAG"), and Clinton Spotlight Master Fund, L.P., a Cayman Islands exempted limited partnership (“SPOT”, and together with CMAG, the “Funds”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Merger Agreement.
