REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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 [ ], 2013Warrant Agreement • August 20th, 2013 • ROI Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 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”).
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 • August 20th, 2013 • ROI Acquisition Corp. II • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [ ], 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.
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
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 20th, 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 • 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”).
ROI ACQUISITION CORP. II June 28, 2013ROI Acquisition Corp. II • August 20th, 2013 • Blank checks • New York
